Day in the Life
by Semi-Functional Eraser
Summary: A peek into the life of the Peter Parker of Earth-8351. Also, what really happened during Spider-Verse,which was unfortunately awful. Spot the cameos!
1. Chapter 1

**This story takes place in the universe of the Assassin Spider-Man of Earth 8351, who, after a string of tragedies, was trained by and man named Nebo as well as Wolverine, and became a mercenary and assassin. Among his greatly augmented abilities through training, the shining example of this is his spider-sense, which allows him to see into the future at will.**

 **In Spider-Verse, like every other Spider-man, sans Kaine, who went out in a cheap shot, he went down like a bitch. Screw that.**

* * *

Peter Parker had come from humble beginnings and traversed a life that would have left most broken or dead with relative ease. Now, after all of this, expectedly, he was not a simple man, as a simple man wouldn't have lived this long.

Frequently he would stare into space and just blink, and get an annoyed look on his face, and if one of his close friends asked, or did something stupid, he would relay the events yet to happen for the next five minutes up until their accident. If they didn't ask, he'd do it anyway, and watch with a trickster's smile as they tried to avoid it, only to bring it to fruition. But this was only if he were especially bored. Normally this would be fairly entertaining to him, but not today. Today, he was a bit annoyed, something that didn't happen often.

Because today, Peter Parker, the former Amazing Spider-Man of Earth 8351, knew he was going to die. That wasn't what annoyed him, as he had long ago, when he was sixteen in fact, faced the fact that he would likely die due to his alter ego, or worse. What annoyed him was that, using his rigorously trained ability that to this day sometimes befuddled him, his spider-sense, to look into the future with crystal clear precognition, he saw one of the best friends he ever had, die.

Of course, he was concerned, as he watched Logan, the Wolverine of the X-Men, shout "Shi-AARGH!" as he was being skewered by, and Peter rolled his eyes, a man in a diver's helmet of all things, with a spicy looking, red hot pitchfork.

Peter was annoyed because he didn't think _anything_ could kill Logan. Even being one of the people who the mutant trusted enough to put him down, Peter doubted he could do so easily. All the same, he shared the same pact with Logan. Were either of them to ever go dark-side, they'd take the other down.

This scene of Logan's death would keep playing for as long as Peter paid attention. If he looked to long he would begin to get a headache, and then his nose would bleed. However, the further into the future he looked, the spottier his visions would get until they were only glimpses, glitchy looking snippets.

He had gained this new plateau of his ability only a year and a half ago, in its current capacity, and by training and exercising this ability, not only were his limits much further, but his range was larger as well. At present his record was two and a half weeks.

Interestingly enough the effects caused by this attracted a startling amount of arachnids to him, but Peter found their presence oddly comforting.

Another boon of training his spider-sense was the ability to see in a type of third-person, enabling him to see all persons in the room as well as threats, potential or otherwise, and not limited to him. Normally it would have been too much to handle, but like exercising one's body enabled one to work more and lift more, such was the same with his spider-sense. It was at such a point that it didn't even bother him.

So, as he looked into the future he was able to get a front row seat to the entire debacle, and walk around to get a certain angle, if he so pleased. As his friend and mentor's smoking skeleton, looking out of place without a cigar in its metallic clutches, tumbled to the ground, he saw Alex, his lover, friend, and woman who looked almost exactly like Gwen Stacy, opening fire on the man who had just murdered their friend. She expertly aimed at his head, but the bullets were intercepted by his helmet, leaving with pitiful results, and Peter saw that his future self, who had been drawing attention away from Alex by shooting high caliber bullets out of his web-shooters, was forced to take her out of the fight himself, lest she be caught in the crossfire.

Then the fight moved outside. Peter, or rather the mental representation of himself, phased through the wall and followed after asserting with finality that Alex was unconscious... and Logan wasn't getting back up.

The mansion that had been furnished with the money he earned from becoming a mercenary and an assassin was in tatters, the floorboards splintered and shattered and the stonework reduced to rubble, and Logan's indestructible adamantium skeleton clanged to the ground, super-heated and smoking viciously without a single speck of flesh left for the mutant to regenerate from. In a final act of defiance, his skeleton was left with one finger up, giving a farewell salute.

The thing about looking into the future was that he could not feel his emotions or hear his own _thoughts_ , which made sense. Cause and effect. As he had not yet experienced the cause of the emotions, he would not be able to feel them. It startled Peter how _sloppy_ he looked while fighting this man however, it was as if he were a teenage vigilante again... and his eyes widened in realization. He was _baiting_ the figure, putting on a show and putting him into a false sense of security.

On the ground outside of the building, he gazed up as his future-self dove out the window with the man close on his heels. The man was fast. But Peter was faster. He was supposed to be; he had trained for this. He was stronger, more skilled, and ready.

Peter frowned as his future-self laid a trap and triggered it, getting the man to impale his trident into the Shi'Ar generator that Logan had hooked them up with. The results were not encouraging. The man grunted, a pained sounding "Hrn," coming from his helmet, and after a stiff legged moment, kept moving.

That wasn't just super-human durability then... even the Rhino would have been fried inside and out from that. Logan would be reduced to a charred husk, though he would regenerate, Peter thought. It was as if this man had barely by injured from it!

What this man had managed to do was to not only take out the most stubborn mutant and hero Peter had ever meant, overpower the best healing factor (which trumped his own by a few kilometers) he had ever seen like it was nothing, and then tank hundreds of thousands of kilo-watts like it was nothing. He wasn't human, he couldn't be. Hell, it was likely he wasn't any species of alien Peter had encountered or researched about. It was even more likely that he was 90% rubber instead of water, but then he would be melting by now.

Sighing, Peter brought his face to his hand. Briefly, he had thought that by ridding himself of the woes of Peter Parker, and the grandiose but all the same, foolish notions of responsibilities of the unappreciated New York vigilante Spider-Man, his luck would improve. For quite a while it had, but evidently it was going to come back with a vengeance. If he was still the type to joke, he'd demand that the man this guy be nerfed immediately.

The man looked around, but his future self was gone. Peter knew where he was by principle, and knew that he was ever in his place, which, apparently, he would be, he'd either go to ground or... up high.

He looked up and saw himself sticking to an immense redwood, hastily scribbling something on a sticky-note, before whistling.

The man looked up just as the red and black blur of Peter's future-self slammed into him elbow first with enough force to cause fissures in a street. Such as it was, before the man slammed into the ground, creating a crater, Peter was sure he heard something break, which he found to be more than a little satisfying.

He just watched the man kill his friend. There was not one iota of pity for him.

There was a brief exchange where his future-self attacked as if he had never been trained, lamely, as though he were still an amateur vigilante, and tagged the man with the note before flipping away. The man's movements were expected. He pressed on fiercely, just missing his target, but unbeknownst to him, it was by design of his target.

His movements were sloppier and stiffer too, Peter noticed. It appeared he had a weakness to electricity, at least enough to stun him. Extremely large amounts of it... enough of it to power an entire city for a _year_ amounts. Peter filed this away for future use and began to plan.

One part of him considered how soon would they be able to get Max Dillon on a leash, but he crossed that idea off. After apprehending Electro and delivering him to SHIELD, and collecting a hefty paycheck, Fury would be loath to release him again. Also, it was unwise.

More prudently, he would get Logan to convince Storm to help out.

The man backhanded Peter into an outcropping of stone. In his younger days the former vigilante would have flinched, but he had been through worse. However, even though he was putting on a show, it was obvious to Peter that the blow had stunned his future self, meaning that the man was _very_ strong.

The man spoke, his voice muffled by the helmet, and his Victorian era garb burnt and singed and smoking Peter's trap. A small fire crackled on his shoulder which he, after a moment of looking at it, put out.

He chuckled. "I am entertained. For this your death will be quicker than most," he said, sounding amused and... Excited. "If you have any last words, say them."

Peter's future-self snorted. "Timber."

The man spoke again, but was drowned out by the startling din of a falling tree, and Peter stepped back a few inches just as a mighty redwood smashed into the man via a webline. He seemed to be down for the count for now, and Peter wondered if the extreme amounts of electricity had dulled whatever healing factor that kept the man moving. As of yet, Peter's mental figment saw, he was unmoving, and unconscious, and broken in several places. If Peter had been in a better mood, or if the man deserved it, he would have winced at the way his legs bent and the way his helmet caved in, likely crushing his face, at which point he remembered Logan and scowled at the figure.

The dots had already begun connecting in his mind: a webline, and extraordinary display of strength... Peter's assumptions were fulfilled as he heard his voice behind him, but a bit lighter and haughty compared to his deeper, more calm tone, and he briefly looked over his shoulder to see his future self and his... other self, another Spider-Man, garbed in a costume similar to his own, but with larger, shinier black eyes and a web pattern, and what Peter assumed to be a mechanical holster for legs on his back.

There was a small exchange between his future self and his doppelganger. "Don't know if you replaced me stateside, o if you're from another dimension, and I don't care," his future-self said, getting up.

"You _should_ care you dolt, and you should slow down!" His doppelganger said, not denying either claim. Peter raised an eyebrow at him. Under very few circumstances would he ever speak like that, and to himself was not one of them.

Peter watched as his future-self whipped around and held his forearm out in what he knew was preparation to shoot, but it was an empty threat - he wouldn't kill himself, at least not in these circumstances. His doppelganger didn't realize that and recoiled in surprise.

"Newsflash, 'Spidey', I'm _not_ the friendly neighborhood Spider-Man anymore. Some folks need putting down, and this monster, who just killed my friend might I add, is a prime example."

His future-self pressed a button on his web-shooters and a faint orange pattern appeared in the air. This soon grew to a mechanical looking portal. "Oh I agree completely," he said. "I'm not questioning the deed, just that we can't get it done. Not alone, at any rate.

"There are... many Spider-Men in the multiverse, few as _pragmatic_ as you or I. Some however have specialized skills that can prove useful. I propose we gather an army of them do deal with this creature. I need someone like myself who will not hesitate to do what is required, however."

His future-self looked blatantly at him, and nodded minutely, and then looked past him at the mansion. Peter followed his gaze. "Alex..." He said, more to his past self than the other Spider-Man, and Peter's eyes widened in realization.

As a rule of thumb, he would frequently leave himself clues when looking into the future. Little things like nods to assure that the timeline, in the window that he had looked through at least, had not been changed or altered, that everything was 'going according to plan'. So far, such things hadn't happened yet, sparing Peter that particular headache.

As his future-self had once been in his shoes, he would acknowledge the fact that he was, in fact, observing from the past, and in special occasions, particularly important ones like this, there would be a note left in some inconspicuous place, thus the sticky note of the owned man's back. For instance, to save someone in particular, to zig instead of zag, to remember to kiss Alex that morning, or do something ahead of time to achieve a more favorable outcome, etc.

They were always signed, "Your friendly Neighborhood Spider-Man," as a little in-joke to himself, quite literally.

"Your woman?" His doppelganger scoffed haughtily. "If you care for her, coming with me is the best way to protect her, and your world. This monster's interest lies nowhere but with us.

"I've said my piece. I am no coward, but neither am I suicidal. Are you with me or not?"

One last time, Peter and his future-self locked gazes. Then, turning back, the latter said, "You sure we can kill him?"

"That horror _will_ die, or we all will."

"Then sign me up."

Jumping through the portal, they disappeared in a flash. Peter went to gaze at the clue left behind by his self, as, being a mental figment at the moment and not in the actual future, he couldn't interact with it.

On it was hastily scribbled, **KICK ME.** Below this, in more calm writing, was written:

 **His name is Karn. Trying to kill alternate versions of me for... some reason. Torch to carry maybe. I'm going to die. Big guy with gorilla face chomps on my neck. SAVE LOGAN.**

Peter hummed in thought. His future-self had obviously gazed into the future as well, and saw his own death. That was... new. Not once had Peter foreseen his death. The mere use of it negated any event that would cause his demise because he would avoid it, or do something to prevent it from coming to fruition.

Unless he expressly went along with it.

The mention of Logan, aside from him being a close friend, as well as his own death, implied that the mutant's role was somehow integral to the events to come and, if in the future where he would die, Peter also perished later on, meaning their lives were tied together. Just as likely was the fact that he just didn't want his friend to die, especially because of him.

It also explained his future self's... future self, apparently deciding to pull an Obi-Wan and go belly up. With Logan gone, Peter's life, insofar as that 'experimental' direction of his life, was cut. Whatever occurred after that point was deemed by him to be _not_ favorable, and required, for lack of a better word, a restart, which was caused by his dying, and Peter looking into the future ... from the past... in order to negate the events to come, starting with Logan's death.

Peter rubbed his temples. He was beginning to get a headache.

Fortunately, he considered, since time travel wasn't actually involved, this left out the possibility of creating an alternate timeline. It was more akin to erasing something, and putting something else in its place.

Unable to interact with anything such as he was, Peter looked on bemusedly as the man, Karn, stumbled to his feet, and was pleased at the amount of pain he looked to be in. He looked around for the two Spider-Man, but found them gone. He roared and, in a spectacular entanglement of golden webbing, disappeared.

 **Linebreak**

The vision of the future ended without fanfare, and suddenly Peter found himself back in the present.

"Oh, you're awake then? Good." A voice said. His spider-sense rang quietly and Peter deftly slipped a couple of inches to the side to avoid a knife that embedded itself into the back of his seat.

He yanked the knife out easily, though a good portion of its length was embedded into the wood. "Sorry about that Alex," he said easily, not really meaning it. The woman huffed.

Nearby a frightened looking waiter stared with his out of place aviator glasses covering up his bugged out eyes, his white mustache almost completely covering his gaping mouth. Peter politely shooed him away.

Alex leaned into him and looked into his eyes. She was beautiful. Her cold blue eyes and short blonde hair made her a far cry from Gwen Stacy in personality alone, but the similarities were there. With longer hair and a warmer demeanor, she'd be a dead ringer for her. "What did you see this time?" She asked quietly.

"Hm?"

"See, I'm supposing you were spacing out as I was telling you about what happened to our latest donation to one of the mutant charities," she said slowly, and rolled her eyes at the blank, almost careless look on his face. "Right?"

Peter sighed. Briefly, he saw the look on her face as she took aim and fired, and heard her voice. "Get the rocket launcher, go!" She would yell, just before a ball of calcified webbing struck her in the head with enough force to knock her unconscious.

Peter thought, after a moment of deliberation, and peering into the future with his spider-sense, that it would be better, that is, quicker, to inform the blonde and Logan of these events, and said quite bluntly, "In a few days a guy looking like he just walked out of a steampunk convention is going to break in to the safe house. He'll kill Logan, try to kill me, and then an alternate universe version of me will come and take me away to wonderland."

Alex took the explanation in stride. She looked down at her plate and brought up a succulent piece of ham and chewed it, looking at him all the while. "What." She said, still chewing.

Peter continued, "Then, because Logan is dead, I get killed by, what I assume, is a relative of this other guy. Same type of clothes, stupid little bow tie."

"He'll kill Logan. Huh." She took another bite, chewed, put down her fork, and drank from her glass of water. After, she wiped her mouth and straightened her utensils. "Is this a joke?" She asked. He shook his head.

Alex rubbed her temples. "Of course it's not, it's happening to _you_. I believe you (because since you came into my life it's become one whacky thing after another), but... _why_ exactly did they try, and then _succeed_ to kill you?" Alex said the word like it was ludicrous, and gave him one of the most confused looks he had ever seen.

When Peter was younger he would have bashfully rubbed his neck, such consecutive acts eventually giving him Indian burns. Now, however, he smiled, minding not to puff up with pride at her faith in him, which he found encouraging.

He considered her worlds and scowled, slightly. The expression looked slightly off on his stoic face, but Alex was visibly unperturbed. She was one of the only people he showed emotion to, after all. "I honestly don't give a _rat's ass_ ," Peter said, and briefly paused to consider the effects of his friendship with Logan, namely his burgeoning habit for cursing. Shrugging to himself, he continued, "They try to kill me. And in doing so they _killed_ Logan." His eyes darkened narrowed, and his voice gained a steely edge.

Alex watched observed him carefully; he was fine with people trying to him. Some, the worst of them, the rapists, slavers, just plain ol' monsters, he killed right back if she or Logan didn't do it first. Monsters needed putting down and they all knew that well. But he didn't kill indiscriminately either. However one way to immediately end up on his shitlist and wind up comatose in a hospice or... not breathing, was to threaten the life of someone innocent, or the lives of those he cared for. Needless to say, it would prove to a bad day for them, but a good day for Mr. Parker, as he got to work on his aggression.

A quiet fell over them and Alex hummed. Peter was staring off into space but she knew he was as alert as ever, and she wondered what to get him for his upcoming birthday. Maybe a pair of adamantium toed boots to stomp the asses of the people who killed, or would kill, or now that she saw he had _that_ look on his face, would merely _try_ and would no way in hell _succeed_ to kill their old, mutant friend.

She pushed those plans to the side after wondering where she would get a 'Happy Birthday' banner. Truthfully, all worried thoughts about the possible death of their friend, and quite frankly the preposterous death of Peter (who she couldn't imagine dying, not like that anyhow) were gone, now that Peter had that _look_ on his face that had brought them out of situations hairier than Logan's chest.

She resumed eating her meal, and seeing that Pete hadn't touched his, attempted to bogart some of his spinach, but he rapped her knuckles with his fork in a blur without even looking at her. Wincing and rubbing her knuckles, she asked, "What's the plan?"

Peter snatched her fork mid-flight from her mouth. She bemoaned the loss of the steak. "Why do you assume I have a plan?" He said, chewing, and then went on to eat his spinach.

There was a brief utensil duel in which Alex attempted to fight him back to get to the greens, but was defeated. Pityingly, Peter carted some off to her plate. Smirking, and taking the fork back to eat, she said, shoveling the food into her mouth uncouthly, "Because you always do. And I know you have one now. You have that look in your eyes."

"Oh? I didn't know had a look." He smiled.

Alex rolled her eyes good-naturedly. "Yeah, I get the same one when I try to shoot you." Peter huffed. "Peter, you wouldn't let Logan _die_ , maybe get shot up a bit, or lose his beer, but not die. And you sure as hell wouldn't let someone with balls brass enough to actually pull it off get away with it unscathed, either. _And_ know that if _you_ die, I'll kill you. Somehow."

He choked back a laugh when she muttered, "With an RPG, maybe?" to herself, before continuing. "So, what's the plan?"

Peter closed his eyes. A second later, his entire skull vibrated as the scene began to play out as he saw it. "Logan gets skewered by this spicy looking pitchfork - it's electrical, I'm guessing, and capable of disintegrating every bit of flesh on Logan's body. There's nothing left for him to heal. So, extremely high voltage, extremely hot, and extremely dangerous," he said factually, as if reading from a list.

"Then I, the future me, obviously, knocked you out to keep you from getting to close. You were going for headshots, which didn't do a damn thing," he frowned and Alex scowled. That was unfortunate. Alex had already begun to decide which of her guns she would use to make her very own lead-brained intruder.

"Don't go for headshots. Body shots, hit low and stay away from him." It wasn't a request, it was an order, and she nodded. "The fight moves outside. I try to bait him into supercharging our generator but he keeps coming. I get hit, then the other me comes along and throws a tree at him."

"The _Shi'Ar_ generator?" Alex asked, her mouth slightly agape. Peter nodded. "Jesus flipping- the guy manages to kill Logan and get electrocuted by how many volts of electricity?"

Peter rapped his fingers against the table as he took a drink and started to eat some more. "A lot," he said in between swallows. "Enough to power a small city for a bit over a year."

Rolling her eyes into the back of her head, Peter was sure he heard, "Bastard needs a fucking nerf, _so bad_ ," and smiled to himself.

"Remind me we need to ask Storm to do her thing with the generator again."

"Is it low?"

"Of course not," Peter scoffed. "It never hurts to be prepared though. Also, the guy, Karn is his name, exhibited... at least _some_ vulnerability to electricity. It made him stiff and slow, made him weaker, and I believe it had a part in putting him down for the count when the other me smacked him in that liberty bell of a helmet."

"What type of helmet?" Alex asked, imagining a medieval one.

"A diver's helmet."

She made a face. "Tacky." Peter chuckled. "Got it. Vulnerability to electricity, call Storm. Why do you think it's like that though?" She asked, curious.

"I have a few guesses, but the chief one is that he's, clearly, not human, and possesses some type of healing factor that's set off by extreme amounts of voltage. It could be a part of his physical makeup... or maybe he's part machine, in some way, and it's provided by something like nanites." Peter frowned in thought. "It honestly doesn't matter too much. Electricity makes him vulnerable enough that a tree to the face can take him down, so we use that to gimp him." he said, as though he were talking about receiving mail. "I think I'll rodeo Logan into his face instead."

Alex grinned at the thought. "I'll bring the camera."

A companionable silence came about as they continued to eat. They were far enough away that no one was privy to their conversation; Alex's years of honed spy skills as well as Peter's less experienced, but still well versed ones, and his spider-sense made sure of it. Also, no one wanted to come near the couple where the woman threw a knife with deadly accuracy and the man dodged effortlessly and continued eating as if it was _fine_.

When their meal was just about finished, Alex asked, "So, this other you... is he cute?"

Peter, having seen this question coming since the start of the conversation, rolled his eyes. "Actually, that's the interesting part. Judging from his appearance I can estimate with a good amount of certainty that he and I made… different choices in life."

Alex nodded in understanding. "You said he's from a different universe, right? That makes sense."

"Yes, it does. Going from his appearance, he's not as muscular as I am, I don't think I'd be far off to say he hasn't trained. And he lacked that... thing I do, with my spider-sense."

"You mean looking off into space every few minutes and relaying conversations before they happen?" Alex asked blithely.

"Yeah, that." Peter smiled. "Sounded like a bit of a jackass," he joked.

"So, just like you. That's a shame. "Alex huffed good-naturedly.

"I'm your type of jackass. This guy was like..." He paused, and his expression changed.

"What is it?" Alex said, taking special notice of the sudden change.

Peter shook his head. "It's just... he sounded like Octavius."

Alex made a disgusted look. "That bowl-haircut wearing little troll? That _is_ a shame."

"Tell me about it. Anyway, while they were talking, my future-self left me a note on the guy's back. Karn, the guy, is going around killing different versions of me for some reason and I'm on his list."

"It sounds like he has a grudge. You think one of the other you's made a joke about his mother?"

"For some reason, I don't doubt it. It'd be just my, well the other me's, luck." Peter sighed. "Judging by how I bite it, his family is involved too. For some reason Logan's death leads to mine. I think it's a matter of causality; he could have a crucial part in this, so conversely if he lives, I will too."

He smiled just as Alex began to lightly bang her head against the table. Their glasses clinked loudly and water splashed on to the ground. "Time travel. Ugh, I _hate_ time travel."

"It's technically not." Peter supplied.

" _It's close enough_ ," Alex replied, rubbing her forehead. "Now what?"

His intense hazel green eyes locked on to hers. A lesser woman would have felt uneasy staring into his intense hazel eyes and looked away, but Alex was the strongest woman he had ever met and stared right back, fully committed, determined, and he knew she wouldn't back out of this unless he webbed her up and stuffed her in a closet.

Cracking his neck and adjusting his webshooters, which were under a holographic program to look like cufflinks, Peter said, "Inter-dimensional travel? We're going to need help. Like I said, that other version of me pops in with a dimensional portal later on, so that's our ticket out."

Alex perked dup, surprised that he said "Our." She half expected him to tell her to stay out of it. Not that she would, but she expected it. "Why not stay and fight?" She wondered.

"Because the other me knows more about this than I do. And he's gathering an army. Of me's."

Alex blinked. "I love you, but I don't think I can put up with dozens of other you's all telling bad jokes and talking endlessly."

Peter put his hand on her upper thigh. "I know," he said sincerely.

"Also, I'm glad you grew out of that."

"It was a defense mechanism, most of the time." He continued, "I don't want to be solely reliant on the other me, though; I'd rather be a head of the curve. Contact someone who knows the score and get the lay of the land, head this Karn off before he even knows his next move."

"Richards _?"_ She asked. She had no bad feeling toward the man, as Peter spoke of him fondly and the Fantastic Four as well. It was the implication that set her off. Their city put him in a bad place.

"The Fantastic Four," Peter affirmed fondly, and added heavily, "New York. And Not just them, either, but Stephen Strange."

"Why him?"

"Because of the way Karn gets out of Dodge. He got webbed up by, get this, a cocoon of golden webbing, before disappearing. What's that sound like to you?"

"Mysticism," Alex said, making a face. "Great."

"Honestly, I prefer that to actual time travel," Peter admitted. "Less of a headache. It also might explain his resistant physiology."

Alex nodded in agreement. "How long do we have?"

Peter clicked his tongue. "About four days."

"Four days to round up Logan, Storm, who I presume you plan to use to super charge the generator and turn this... Karn, into an inter-dimensional fish fry," she said, and Peter nodded, smiling boyishly. "Contact the Fantastic Four and Doctor Strange, and find a way to keep Logan out of the fight once he realizes that this guy and his family is coming to _kill_ you."

"That's about it, yes." He rubbed her leg. "So, how would you like to go on an inter-dimensional adventure with little ol' me?"

He got his answer in the form of a kiss. When they pulled away licking their lips, he asked, "Peaches?" tasting the sweet flavor on her lips. She grinned and kissed him again, before rising from the table.

"I'll go get the keys to the jet, tell Logan to meet up with us." Peter nodded, and she waited off to the side, pulling her phone from her purse. Dialing, it was a few seconds later that Peter heard, "Yeah, Patch? We got a deal." Which was code for, "Logan, get your claws ready."

Rising as well, Peter left a generous tip for their service... and some more for the damage to the chair, and they left arm and arm.

Alex looked up at the evening sky in thought for a moment. The clouds were a beautiful mix of blue, purple, orange and pink. "What would you like for your birthday present?" she asked, looking at him as they walked out.

Outside, a sleek, stylish, dark blue car was waiting for them. Peter didn't know the make of it and didn't care; with Alex it would be the same as the others: Fast, driven demonically, and eventually, bullet riddled. Alex got into the driver's seat, and Peter wondered how long this one would last.

He shrugged, taking off his suit jacket. "I don't know. Some titanium for my webshooters would be nice. Or hollow point rounds, I guess. I'd like to start experimenting with paralytic poisons. After coming up with that impact webbing it seems like a good idea."

Alex nodded. "How'd you feel about a new suit? I know a tailor in New York."

"Clothes, really? I'm turning 24, Alex. Not sixty," he joked, and kissed her again. It lasted until she was out of breath." Her expression made him smile. "That sounds spectacular, thank you."

Alex grinned and revved the engine. "Happy Birthday, Parker." She said, and they drove off.

As the scenery sped by, Peter looked a last time into the future, and allowed his spider-sense carry him further than the events he had seen. As he hadn't done much to change them, they remained much the same, with slight differences in that Alex rained down hell in bullets upon Karn's midsection and crotch, and Logan aimed an RPG at him and fired just as Peter dove from the window, and Storm flying overhead and out of sight, waiting for him to spring the trap.

He saw, on his wrist, a holographic communicator where Reed and Sue Richards said goodbye. The image flicked past. Then, he saw his doppelganger, confused at the many allies he had amassed, but accepted them all as they jumped through the portal he had come from, thankful for the extra hands.

Then, in a nauseating rush of images, he found himself in a completely different place: Central Park. The images were a bit spotty now, so he assumed that this was further into the future than before. And next to him was Alex, looking annoyed. She whispered to him "If one of these pipsqueak versions of you call me Gwen one more time, I will shoot them."

Peter had the feeling his birthday was going to be a bit hectic. Then, before the vision ended, he saw a man in a Spider-Man suit, but it was very utilitarian. A jacket and pants in red and blue, with a spider on the chest, sans the pattern. Peter liked it.

"Hey Alex, about that suit..." He began.

Back at the restaurant, having gone unnoticed by the former vigilante and now trained assassin, and his super spy companion, a jovially chuckling African man in a blue suit dabbed his mouth with a red and blue handkerchief after finishing his meal. A small black spider crawled from the floor and onto his table.

"Ero, I do believe you owe me dinner," the man said, and laughed as it squeaked. "Yes, he is unique. Certainly a breath of fresh air. You will be keeping an eye on him," he said kindly, though it wasn't a request. The spider squeaked again and crawled into his sleeve. A misty smoke appeared behind him, replete with strands of glowing, silver and gold webbing. It rushed forward and in a flash, the man disappeared and there was no sign he had ever been there at all.

* * *

 **A/N:**

 **So there you have it. Spider-Verse sucked, and this idea was rattling around in my skull for months.**

 **I always liked Assassin, and the way Slott had him go out was pathetic, much the same for the way he wrote, and writes, Peter Parker. Everything he writes is just… so anti-climatic, leaving no sort of impact with the characters, and the 'Amazing' Spider-Man comes off as feckless and ineffectual. Peter Parker, somehow, got his body back after dying, literally dying, in a villain's (who tried to murder the world for the sake of his own ego) body, and who also took Parker's body because he was afraid to** ** _die_**. **And he felt sorry for him. His life was taken and stolen from him simultaneously, and he felt remorseful that in order for him to (somehow) come back, Otto Octavius had to die, which he deserved to do.**

 **He lost a year of his life and found many of his hard one relationships as well as his status as a _finally_ respected and, mostly, a beloved hero _burned_ to the ground, all for the sake of Otto's vanity, and he didn't care a bit about any of it. Really?  
**

 **Moving on, I hope I managed to give Alex distinct personality and establish their relationship, which I think is one of immense trust and closeness, considering their profession. I'd say it's very Mr. and Mrs. Smith, but I haven't watched that movie and I think I need to.**

 **I hope I succeeded. Peter's friendship with Logan, as well, even though his appearance was… limited.**

 **I don't know if I'll continue this. I'm kind of burnt out on it; this story went through SO many revisions it's sad. And I'll never get to use most of them because they don't fit. It would take some doing. If I did, I'd likely drag Inheritors, Spock, as well as Silk, whose origin is just... sad, in terms of originality, through the mud. Maybe. I've seen some good interpretations of Morlun and always enjoyed the whole 'force of nature that you must weather and overcome' as a sort of 'man vs nature' thing, but an entire family of him? No.  
**

 **I may have written myself into a corner by adding those I did, because my knowledge of the MU is severely limited to Spider-Man, as he's my favorite. Still, the fact that no Spider-Man would bring help stuck me as odd. Even odder: Anansi the Spider- _God_ had no special part to play. Also, if anyone them would have been instrumental to the success of that paltry 'Spider-Army' that got their asses kicked from one issue to the next until, for some reason, they were able to fight back, hundreds against a few, without getting decimated as they had previously, it would have been Assassin, (who, I hope, I characterize to a satisfactory degree. Science and time-travel and… all of that stuff aren't my thing, so I improvised and called upon my knowledge of Back to the Future.).**

 **That's a check in the 'do not continue' box.**

 **Lastly, this Peter is obviously not of 616. He's had many experiences that left him somewhat jaded and cold, but he is still Spider-Man, still Peter Parker, if that wasn't apparent. I hope it was. Also, I know some people will wonder about Mary Jane and, well... how many stories have her, Felicia (who is, admittedly, not my favorite), or Gwen as his LI?**

 **All things considered, I hope you enjoyed, and feel free to leave a critique. This was not especially easy.  
**


	2. Chapter 2

**I could never forget about this one.**

* * *

The droll, sophisticated look of the woman only made her glare that much more imperious. Luckily for one Peter Parker, former vigilante, he didn't care.

Pretending to find more interest in his surroundings was more trouble than it was worth – it had been some time since he had been called here, but he still remembered it vividly. Being transported to an astral plane via the power of an old woman's mind made an impression on you.

Instead of waking face-first into Alex's chest like he planned, he found himself locking eyes with an old woman. A _blind_ woman. The Parker lad didn't judge, but those were two things he was not a fan of, and this was a distinct disappointment.

The woman scoffed at him, trying to make all of her displeasure at his presence known without speaking a word, and Peter had to admit she _was_ doing a fair job.

He would have made a comment that she looked like she ate the wrong foods, because she was _blind_ , and seemed fairly constipated. There _were_ pills people her age could take, after all. There was no need to be so stubborn.

But there were the perils of insulting a psychic with your thoughts that needed to be considered. The woman squawked, "How _dare_ you!"

Peter stared at her evenly, having not said a word. But alas, she was a psychic, and present company excluded, Peter had come to hate those.

The woman rubbed the bridge of her nose tiredly, like a mentor or parent at their wit's end. " _Out of all of the Centers in the Grand Web_ ," she hissed, "I find myself with _you_."

Peter smiled, but it barely reached his eyes. It was a patronizing smile and he could see it getting underneath her skin. "Am I not your type, Cassandra? Would you prefer it if I had _breasts_?"

She met his retort with one of her own. "I doubt my late husband would have cared for that, honestly," she said dryly.

That wiped the smile off of the young man's face a good deal. He and the woman were no longer on… the best terms, but he had no desire to speak ill of the dead. Most of them. A select few. A handful. "I apologize." He said sincerely.

This caught her off guard for a moment, but before she waved him off. "You know why you are here, Hunter," she said, staring at him through her scarlet blindfold. The usual venom she said the word with was absent. Peter found that curious. Usually, her eyes would bore into him with disappointment, resentment almost, so this was a nice change of pace.

Taking a cursory look at himself and finding himself in his 'civvies', it was little more than a quick mental adjustment to find himself in his suit. Custom made to withstand high-caliber sniper fire and treat handgun rounds like children's toys, it was one of his favorite inventions. Lightweight and unassuming and perfect for stealth, the deep black and red suit was a far cry from his old one.

None of this meant anything being in the astral plane of course, but aesthetics were important. Behind the mask he felt less exposed. Less like the old Peter Parker was seeping his way back in to his life.

After all, it didn't take much before Parker luck reared its ugly head. For his assumed name, Richard Reilly, that wouldn't do at all.

Unaware of whether or not his former, very old ally was listening and not really caring, he tilted his head a bit, and regarded her curiously. She scowled at him.

So she _was listening._ He knew it had to do with visions of the future, but decided to have a little fun at her expense. "I thought this was a proposition, to be honest." He waved his hand airily.

The old woman sputtered and Peter smiled behind his mask. She was surprisingly ease to rile up, but he had never realized that before. Now, his jokes had become taunts and his annoyances had become scathing, perfect for cutting deep and irritating instead of riling his opponents. He no longer needed a defense mechanism, so all that was left was the sheer amount of fun it was to _piss people off_.

Cassandra caught on well to these thoughts and felt insulted. "Hunter, I am not your enemy," she said quietly. ' _Therefore, stop treating me as if I am.'_

Peter frowned and crossed his arms. "Odd to hear that from you considering your last words to me. What was it, Cassandra? Oh yes, "You have _damned_ the web, Spider-Man! You have become the Hunter and _doomed us all_."

She was silent for a moment. "As the Center of the Web, you were not supposed to _kill._ It simply isn't _done."_

"Are you telling me in every single alternate dimension out there, there isn't one of them where I do? Or someone who is 'The Center', does?" Peter inquired coolly.

She faltered at that, and seemed to shake. "They do. And their worlds, their hearts, suffer because of it. I did not wish to see that happen to you."

"So it isn't that the 'Center' doesn't kill, it's just that bad things usually happen when they do. Interesting countermeasure." Peter scoffed sarcastically. "I'd think their 'hearts' would be in a lot better condition if they decided to kill the people who'd kill innocent people just to get to them," he muttered. "But I'll humor you. Has it?"

She looked down, but remained silent. "Answer me, Cassandra. _Has it?"_

Silence.

"Has _anyone_ I love _died_ since I left their lives? Has the world ended? Have I suffered?"

Peter continued, "No, Cassandra, they haven't. I haven't. And you know what? I feel fine _._ Free of that crushing _guilt_ , that heavy weight on my shoulder to sacrifice _everything_ I love because I don't think I am _good enough_ because of a mistake I made when I was little more than a _child."_ He snapped, unable to keep the words from coming. "…Talk about forgiving oneself."

Silence hung over them like a blanket. Peter looked up and found a large spider–web blanketed over them, and past it shone a bright light. He took a calming breath and assumed the cool tone he had before. "I am _fine,_ Cassandra, and I have been doing more good than before."

"Oh really?" She drawled. "Because the man I see standing before me was such a bright and happy soul. Now I see one of the loneliest spiders I've ever laid eyes on."

Peter scoffed. "You obviously weren't looking close enough, then. No surprise there. Eight times out of ten I was _miserable,"_ he replied disinterestedly as something caught his eye. Behind her, a plethora of images flitting in and out of existence like firing neurons on a faint web like pattern.

No, it was a web. A big one. And... Was that a _pig_ dressed as Spider-Man?

Peter shook his head. The problems of other worlds weren't his, he decided. "Outsider's perspective," he said absently, looking dubiously at the image. Of _course_ it was a pig. With eyes where his nostrils were, for some reason.

Turning his attention back to the woman, he smiled thinly. "Believe me, with the people I care for no longer constantly in danger _because of me_ , I'm all aces."

"I believe in your belief in yourself, Hunter," she intoned. "Sadly, that is one of the crucial things that differentiate you from your counterparts – your confidence."

"It's well earned," he replied resolutely, not missing a beat. "Positive self-image and all that. Very important."

He had become confident, _not_ arrogant. The sting of the price of hubris was still vivid to him. However, Peter had trained, experienced so much that he had faith in his abilities, his capabilities, and his confidence was indeed well-earned, his faith in himself justified. It had been the first step: to believe that he was better, that he could do better, that he deserved better, to be a better version of himself.

He had become somewhat jaded, but that was a pitiful price to pay. Alongside assurance from his spider-sense, as well as the capabilities and connections of his team, he held himself with a confident air – a far cry from the slightly slouching, meek Queens born book work he used to be, or the self-deprecating vigilante that he had become. He was taller, muscular, stronger, and had become every bit the handsome man his father had been.

However Madame Webb's undercurrent of disappointment said something else that made him twitch. At what cost did it come? She was not insinuating that he was bordering on being arrogant, but... if was it really worth it.

The image of Ben, George, Gwen, everyone, flashed in his mind and Peter snorted.

 _Yes, it certainly was._

His patience had run thin, now. "What do you want." It wasn't a question.

Cassandra sighed heavily. "Your ability has allowed to see into the future at an unprecedented rate. Your abilities of precognition, for the most part, exceed my own," she said with a faint tinge of humor, and Peter recognized she was attempting to break away from the still, confrontational air that had come between them. "Fortunately for you, it is not your responsibility to oversee the Web," she finished, making him twitch.

Peter shook annoying thoughts away. "Lucky me. You should hire an intern."

The woman continued, "Some things are not meant to be seen."

"Why? Because of some timeline causality?" He frowned.

Cassandra nodded. "For who is to say that by looking into the future you do not adhere to the road to it, and bring fruition to events that have yet to occur?"

"I am," Peter said easily. "In a pure, personal case. I have a system and it's worked out well for me so far." At Cassandra's surprised blink, he continued, feeling a bit smug at her expression, "When I use my spider-sense to look ahead I always leave some acknowledgement of _knowing_ that I'm being watched. By myself. It's actually… a bit confusing." He made a face. "But things like what to avoid, where to go, different decisions to make, what to expect past the range of my spider-sense? Pretty much an 'If Then, Else' system. I suppose it's like customizing the timestream and following it 'down the bank'."

Cassandra blinked. "…I should have thought of that," she muttered.

"You're telling me that you, and none of the other yous out there never thought of that?" Peter asked after a moment, a growing feeling of exasperation creeping into his voice. "In every single universe, every timeline, do the 'Watchers of the Web' even acknowledge one another?"

Cassandra had the decency, or shame, to look bashful. "We have a… policy of isolation, if you will."

Though Peter didn't know for sure, he could well guess that this led to many things that could have been avoided if they looked out for one another. The image of the blind woman and various counterparts walking into a bar over and over and over again, because they were blind, appeared in his mind. This had Cassandra rubbing her temples.

None of the blind women warned each other either, and an exasperated Daredevil was shaking his head in the background.

"Out of all of the spiders in the Web…" Cassandra rolled her eyes, cursing her luck.

Peter's eyes fell to two spots on the web, which were darkened. One the one, it showed a younger him, surrounded lovingly by several girls. As several feelings bubbled up inside him, he nodded appreciatively, choosing to favor the positive ones instead of the loud ones of guilt that came up when he saw the redhead and blonde's familiar faces. MJ, Gwen…

And… Kitty Pryde? That caught him by surprise.

The image changed and he saw his counterpart get unmasked over and over again. Peter cringed at his luck, or his ineptitude as this all happened within his first year and a half of being Spider-Man. His counterpart's encounter with his world's symbiote made his eyebrows rise.

It had been created by their, _his_ father, instead of coming from a different planet. Another interesting difference was that his counterpart had not, in fact, created his webfluid but continued it from his father's notes. That Richard Parker had even _left_ notes behind for his son to read left Peter a little sour at his own father, but those were feelings to deal with another time.

The image briefly shifted to the Parker family. His counterpart was the splitting image of his father, much like Peter himself was, except shorter and more boyish due to his young age. Unlike Richard and Mary Parker of Peter's world, his counterpart's parents had been scientists, not super-secret agents. Peter huffed at that, amused. As it was, it seemed that they had a bent for following in their parents footsteps. His counterpart was a brilliant kid and was obviously scientist and inventor like his parents.

The web shifted and he watched the events of the younger Spider-Man's life. From an embarrassing encounter with a cradle robbing Black Cat that had him shaking his head, to battles with a Silver Sable that showed far too much interest in a young man like him, much like Cat did.

A monstrous red _thing_ that Peter didn't recognize. It was full of tendrils and absolutely eldritch, with bio-luminescent eyes… it looked like a demonic version of himself.

Following this came the death of Gwen Stacy, and then the grand destruction of New York, courtesy of Magneto. Then holding MJ, then Kitty, then Gwen, somehow, then all of them.

The good feelings didn't last long. The image changed, and the younger, much scrawnier form of the Peter Parker of that Earth stood hunched over and heavily wounded. The Web seemed to whisper to him and his eyes widened.

That was his home. He was standing right outside his home. The house was mostly different; it looked newer, but in all it still had the same aura of _home_ that Peter had grown up knowing. Fires ate away at the lawn, pits in the ground made it look like a battlefield.

Fists tightening ever so slightly, Peter could see a makeshift field-dress in the form of webbing wrapped around his counterpart's sides. He was shot, there was no question about it. Peter had enough experience of being shot, though it wasn't something that happened to him anymore. However, the patchwork was sloppy, or his counterpart was just so injured that blood was still pouring out in rivulets. All the webbing did was keep it from hitting the ground.

As it was, it was absolutely saturated in scarlet liquid, making it hard to tell which part was costume and which part wasn't. It was likely that the only thing keeping the young Spider-Man running was stubbornness and his own superhuman stamina, which couldn't go on forever. Peter watched with hard eyes – this… _kid_ , was working on hemorrhaging time.

Peter saw him and Iceman and the Human Torch face off against a truncated roster of the Sinister Six. He made the bad decision of sending Iceman against Electro, though in theory Peter could understand what his counterpart was going for. Electro would have been short circuited and disabled, or at least held at bay if Iceman could trap him in an encasement of ice. However, Bobby Drake wasn't the brightest and charged head on and paid for his bravado, leaving a cackling, gloating Max Dillon.

His counterpart's plans feel apart one after another. While he took on and disabled the Vulture of that world, Johnny Storm clashed with a Hulk-like figure wreathed in flame. Peter was unaware of who it was, and the Web remained silent, but the green, horned monster of a man absorbed the Human Torch's flames and sent them back tenfold in an explosion of power, effectively knocking the Fantastic Four member out.

Choosing to attribute his counterpart's bad decision making on blood loss and inexperience, despite the fact that, at his age, he had been in far more battles that Peter had at that age, Peter watched him manage to defeat Electro as well, and then it was one to one.

The image changed again. The beast making the final blow, only to be tossed like a ragdoll as a sixteen wheeler charged into him from the side. Behind the driver's seat was an absolutely terrified, and equally infuriated Mary-Jane Watson.

The Web shifted again as the beast stalked its way to her. Then in an _amazing_ display of strength Peter didn't think his counterpart was capable of at that age, he lifted the truck above his head and crashed it down again, and again, and again. Until the bestial form lay broken at his feet, unmoving.

He retrieved MJ but the explosion that occurred was too fast for him to get away in his current state. He took the full force of it and they were blown away.

Finally, Peter saw his counterpart's body being cradles by a positively weeping May Parker.

Looking to the old woman for an explanation, _glaring_ at her, Madame Webb's voice was solemn and grave, and no comfort to Peter, "The loss of such a life, such a young one… it is one of the worst failures I have had the misfortune to see."

" _Misfortune?!"_ He demanded. "You call that a misfortune? It was a _tragedy!"_ He shouted, foregoing pleasantries of calling her by name or title. "And you and your merry band of Web-Watchers could have _done something._ That kid sacrificed so much at such an age… I don't think I could have done that. And this is what he gets."

Peter heaved, and sought to calm himself, but the thought that his younger self's life was _finally_ getting better assaulted him. That he was sponsored by a pretty _nice_ version of Jameson who knew who he was and wanted to give him a _scholarship_ as he championed Spider-Man as a savior. His counterpart would have been trained by that world's version of the _Avengers,_ and had his own close band of friends to count on.

Then, to add insult to injury, he died so soon because of that world's version of Captain America, having taken a bullet for him. A man who seemed to have no faith in him and didn't think much of him. If _that_ was how he got repaid for a veritable lifetime of good deeds and responsibility in such a short time, Peter wanted no part of it.

"I could do _nothing,"_ Cassandra rasped, sounding genuinely distraught. _"I tried_ , and tried again to keep these events from coming to pass. I interceded into the timeline _itself_!" The area around her distorted, and he saw his counterpart appear in his symbiote, fighting alongside other versions of him. "But I cannot change fate, much less the fate of another Center, _Hunter_!"

Peter wasn't moved. "Then what about _your_ counterpart, Cassandra? Where was she in all of this?

The Web shifted to show a wheelchair bound woman that looked much younger than the one before him, though the similarities were there. She was presumably blind, going from her sunglasses, and bore a smug, self-satisfied smile on her face as she over looked the landscape during a beautiful sunset, an opulent hotel behind her.

"She is 'corrupted'," Cassandra seethed, and Peter took that to mean she was just a bitch. "And helped bring into existence not one, but _five_ other Spiders into that world, only to lead the majority into death."

This piqued Peter's curiosity, even though the hardened part of himself, the cagey, savvy part, warned it was better not to know. "Which one survived?"

The Web shifted at his request and showed a point just next to the darkened one of his late counterpart. There, webslinging over an unfamiliar city, was a young woman clad in a red version of the symbiote Peter had once wore, long chestnut hair flowing out of her mask. Peter swallowed.

"Is that… _his_ sister?" He wondered, voice faltering.

If it was, did that mean he had his own? The questions stormed through his head and he was unable to hold them at bay and confront them in a cool and stoic manner as he was so used to. He had family? Was she dead? Was she ever even born?

"That is the new center of the Web," Cassandra corrected. "You, after a fashion. Or rather… him."

It took a couple of seconds before Peter understood, and his blood froze over. Not at the revelation, but at its implications. "She's a clone..." He said tonelessly. "And now, you and your fancy Council of Web-Watchers want her to take his place."

"The Web does not discriminate," she said tiredly, sounding altogether unpleased with that herself. "Though the Peter Parker perished on that world, he still lives."

"And he deserves a _break._ Fulfilling his responsibilities to the death would earn you rest, I think. She doesn't deserve to have someone else's responsibility dropped into her lap either. _He_ didn't deserve to have such a warped sense thereof in the first place!" Peter snapped, reminding of all of the grandiose and highbrow aspirations he had once held himself to. "And with the way he was 'rewarded' for being, what was it you called him, called _me?_ Oh right, the 'Center'," he sneered, "I'd say she's better off losing her powers if it meant losing all connection to 'The Web'."

"Then the Web will find another," the old woman said even more tiredly, and the Web shifted to show a black kid getting bit by a spider and experimenting with his powers. Witnessing the death of Peter Parker.

Peter scoffed. "You people just love to put your eggs in as many baskets as possible, huh?" The web, as if affronted by his claim, lost the image and he saw nothing else of that world.

The next image was of him, slightly older, only something was off. His face distorted every few seconds to a positively evil sneer that looked nothing like himself. As Peter Parker, he looked haughty and arrogant, the same qualities that got Ben killed, which was something Peter thought he'd never resort to being again.

Then it clicked. As the man that periodically flashed in Peter Parker's place, he recognized him as Otto Octavius. "Oh hell," Peter grimaced.

Peter watched him, Otto, stare tauntingly into a cell that contained a bed-ridden, close to death Otto Octavius. His growing suspicions proved right as in place of the emaciated old man, every few seconds the helpless form of Peter Parker would appear, enraged but shackled by the weakness of the body he found himself trapped in.

The vision changed to show his counterpart breaking out and leading another truncated roster of the Sinister Six in a last ditch battle against Octavius. It was all for nothing, however, as in his body Octavius was arrogant and powerful with none of the moral trappings his counterpart had. When Scorpion assaulted May Parker he lashed out and decimated him, ripping off his jaw with a single, horrifying punch. Peter couldn't condemn this; while Otto was playing for keeps, but he was protecting May, and if in the same situation, Peter would have done the same.

Those who attacked his loved ones wouldn't be getting up to do it again. A brief, annoying thought occurred to him. If his counterpart had taken that stance this wouldn't have happened, but it was obviously too late.

The image shifted to Spider-Man standing victoriously over Otto's corpse, the solemn image of Otto Octavius looking down at the pitiful form of the man whose life he stole.

Half of the web went dark, and slowly but surely, the strands that made up the other half were crumbling into dust. Peter's eyes widened as the doppelganger he'd seen in his vision donned the suit he'd seen him wear and declare, "I, Otto Octavius, am the _Superior Spider-Man!"_

Eyebrow twitching ever so slightly, Peter clenched and unclenched his fist once, twice, three times. He took a deep breath, which didn't help much.

"Your counterpart is awful at her job," he said slowly. "I mean just _atrocious_." He shook his head in disgust. Madame Web had the decency to avoid his pointed glare.

He stared at the two darkened, frozen images on the web. The previous world appeared and showed on a broken and defeated May Parker stumbling out of his funeral. He could see his counterpart's clone, his sister, standing mournfully in the background and out of sight, her face mostly covered to shield the obvious similarities between herself and her 'brother'. They were the picture next to the definition of twins.

Accompanying this image was Otto, Spotto, Spock, _whatever_ his name was now Peter didn't care, cutting one tie after another with his alternate's friends and loved ones that he worked so hard to attain, making it a point to do it spitefully and coldly so he could build his own life in the place of Peter Parker's.

Inwardly, Peter fought to keep back his rage at what he saw. Otto, trying to have sex with Mary Jane, who fortunately knew something was wrong. Otto, ruining his counterpart's hard won reputation and relationships with other heroes. Peter was actually surprised at this, having not gotten that far himself when it came to the superhero community. His counterpart was a member of the Avengers and, mostly, loved throughout the city. He had saved the world from Otto himself.

And now the man had swapped bodies with him to save his own dying soul because he believed he deserved a second chance, that he was a better man and person than the one whose life he ripped from him in the most callous and premeditated of ways, leaving him to rot and die in the pathetic body that justly reaped the fruits of a life of villainy. For that, Peter reserved no pity or remorse for him.

Having seen no one notice the obvious change in demeanor had him looking away in disgust. Even his counterpart's closest friends didn't know suspect anything. Peter restrained a scowl – so much for all of the trust his counterpart had in these people.

However, to his relief, Logan suspected something. But Octavius was crafty and had an inborn sense of self-preservation, and quickly nullified the situation, using logic and morals to dissuade the red-headed psychic from peering into his mind.

"I am not the seer of the Web any longer in that world," Cassandra sighed as the images faded. "In my place Julia Carpenter, one of the Spider-Women, has taken up in my stead."

"Then she needs to be _fired._ The other world has an excuse, you're an evil _bitch_ in that one," he ignored her affronted expression, which quickly turned to begrudging acceptance. "But that one?" He pointed to the image where the 'Superior Spider-Man' now reigned, "What excuse does she have for not doing her damn job?"

"…Along with our policy of isolation, a policy of non-interference is also in place. Also, she is in a _coma._ It is true, should we interfere constantly in the lives of Spiders then-"

"She's a damn _precog_ , Cassandra! Where is all of that grand foresight when it's really needed?" Peter interrupted. "And I'm not saying to 'interfere', but when the so-called 'Center' of your stupid Web is in trouble, you _help him_ _out_. About to be killed in front of his family? About to be mind-swapped and forced to watch as his life is taken from him? Step in, do _something._ You're a psychic, aren't you?!"

Cassandra remained silent.

"For all of your predictions and precognitions, you could at the very least _warn_ them of something like that."

"We cannot interfere with fate," she said weakly. "It is not done."

"Says who?"

" _Our patron."_ She said cryptically.

Peter snorted. "Tell that to my spider-sense. If your 'patron' cares so much about us then he should be here as well."

"That is exactly why you are here. Because he requested it," Cassandra said, and Peter had no doubt that by 'request' she meant 'ordered'. Her tone was contrite, but stern.

"I understand your feelings on the matter, truly I do. But I have been _forced_ to watch helplessly as you and others die in your duties, unable to change events, such is _my responsibility_." She said, looking hard at him and at the edge of her seat. Peter didn't back down. "But do not make the mistake of mocking our _patron_ , our lord."

"Already have one. I don't subscribe to your religion, I have my own." Peter said.

Cassandra visibly relaxed. "Not in the same sense, I assure you," she corrected patiently.

Peter turned his attention to the Web again. While on the world with his younger counterpart there were only two other Spiders, on the other there were so many more. The majority of them were women, but past his counterpart's darkened image was an equally darkened image of a blonde Peter Parker in a different suit.

Then there was the alive image of another Peter Parker that was slightly taller than Peter himself, just a bit more muscled, and perpetually grumpy. He looked like Peter, only severely scarred and pale and older. More… tried.

A sordid history played of him fighting and consummately handling his two counterparts, trying to kill them, trying to protect them, his career as an assassin and mercenary that was less glamorous than Peter's own. He was beset by shame at his appearance and his status as a clone, an imitation of the real thing. Peter narrowed his eyes, firmly holding to the belief that he wasn't an imitation, that he was his own person, just as much of Parker as he was. However, any personal attempt his clone made to assure himself of that was washed away by crushing waves of doubt and a severe lack of self-confidence.

Later, he died for his counterpart and was reborn as monstrous man-spider. Upon seeing the entire city of New York get spider powers and then turn into giant spiders, he scoffed. "Oh, come _on."_

Later, this version of him was returned to normal and established a brotherly relationship with his counterpart before he left the city. The image changed and he saw the 'Superior Spider-Man' lash out in rage at the sight of him, _'Kaine,_ ' his spider-sense whispered, and Peter recognized it was because in the past Kaine had killed Octavius.

Believing Octavius to be Peter, Kaine was shocked and broken when he called him a monster and a mistake, a thing. Peter could see that Kaine looked up to his counterpart, held him to the highest standard, and the words of the Superior Spider-Man broke whatever emerging confidence and belief he had in himself. It was yet another relationship that was ruined because of the man who stole his counterpart's life.

He pointed at Kaine's image, ignoring the brief, cynical thought of why anyone would name themselves after fratricide's poster-boy. The answer, of course, was a no-brainer: his counterpart's name was Peter Parker, whose doubtless multitudes of self-deprecation had materialized into an evil version of himself set out to kill him. It was poetic. Thought from guilt, given form.

"…Kaine. Should I expect him to get the wondrous appointment to the center of the web now that 'I'm' dead?"

Cassandra swallowed, looking as if she tasted something awful. "No, as your body is still alive, so is the gift, the blessing, and the curse of the Spider. Octavius has assumed the role of the Center, for all the good it might do," she said, scoffing in disgust at the idea.

"So he's effectively using me as meat puppet." Peter said, and rolled his eyes. "Yes, I'm sure he'll do a _fantastic_ job. How close are our universes exactly? I'd like to know if I should look forward to that bowl haired jackass trying to body-hop me, too."

"The biggest point of divergence between our two worlds, among others, occurred when you became the Hunter and chose to stay in Russia. Due to events you have caused and actions you have taken, our world's history in comparison to theirs has sped up, in an effort to maintain certain parallels," she said solemnly.

Peter nodded. So that meant that certain things, like the Skrull invasion and the death of Jean Grey happened there too, probably with as much frequency, since he had no part in them, other than warnings that few listened to. Few trusted the former vigilante as much after he became an assassin working with Wolverine. Not like it was a big difference from how well he was regarded before, however.

This also meant that he never saved Alex, met Nebo, or effectively became Logan's brother in all but blood. Something else occurred to him as well: the status of the symbiote on that world, as well as the one on his. After… departing from it, he had not seen or heard of it since, and something always made him think that it was wrong, but right at the same time.

"You said the biggest divergence. What were the others?"

The Web shifted and his spider-sense chimed. Brought into the forefront were the two parallel worlds, his own and the Superior Spider-Man, with his on the left. He watched both of them react with and deal with the symbiote in much the same way, and was unable to ignore the pang of guilt that arose at the sight. There were slight differences, however. While his counterpart had immediately gone to the Fantastic Four when he realized he couldn't get it off, Peter had tried to calm himself, tried to calm it down.

The Human Torch attempted to burn it off his counterpart, but Peter refused to let him. In hindsight, it was obviously reacting like a frightened child. When the symbiote had been contained, he hadn't just walked away as his counterpart had. It was a confused, anxious stare that he shared with the sentient ooze before he left. Another difference was that he had not donned what would become known as the 'Bagman' costume, but instead resumed his first suit of a web mask atop the Fantastic Four suit. In his world, the Webbed Wonder had received the same amount of adoration as Bagman had.

" _Fantastic…_ " Peter said dryly.

The image changed and he saw his counterpart with Mary-Jane after ridding himself of the symbiote. Then, she was alone, and a look of utter horror appeared on her face as a black figure stalked from the shadows. The appearance was unmistakable. It was the symbiote being worn by someone else. _'Venom,'_ his spider-sense chimed.

Many battles of his counterpart fighting tooth and nail against his soon to be arch-nemesis followed; in the beginning he was at a serious disadvantage as the symbiote knew his every move and surpassed him in strength and seemed to nullify his spider-sense. It was obvious, however, that the symbiote itself was obsessed with him, like a jilted ex-lover.

However as the years went by they were on equal footing and traded blows, his counterpart wising up and gaining more and more experience, coming into his own as a Hero. It soon came to pass that they were even working together to stop the red monster, who Peter now recognized as a symbiote, that he'd seen on his younger counterpart's world. _'Carnage,'_ his spider-sense chimed again.

The symbiote would willingly try to abandon its former host to come back to his counterpart and his counterpart used this to trap it, which Peter felt was… cruel. Looking at his own world, as he had not been with Mary-Jane when he departed from the symbiote, it did not jealously target her to get back at him. It had never joined with another.

He watched from the departure as it made its way from host to host after escaping the Fantastic Four, sullen and abandoned. The creature known as Venom was never formed, and thus Carnage had not been born. The murders they'd commit, mostly the latter until the symbiote would find later hosts like Gargan, would live.

Occasionally, the symbiote would search for him, but lacked the impetus and ability to seek him out. In the gap between them, without Eddie Brock's hatred of Spider-Man to fuel its resentment, which had long since faded, it felt guilty, foolish for its actions.

However, it soon found a way of atonement and was looking after a small homeless child, a little girl inside of a cardboard box lined with old Spider-Man photos.

The Web showed her coughing her last breaths and his spider-sense said she would die soon. However the symbiote found her and sensed her absolute _reverence_ for Spider-Man and saved her, and now acted as her own stalwart Guardian.

Peter watched the image solemnly, saying nothing. Cassandra spoke up, "Your actions, Hunter, _Spider-Man,_ " she corrected herself, as if they had at some point forgotten it, "have changed so much. So many live now because of that. And while I object to the choices you have made in order to reach this, I cannot deny the results."

She waved her hand. The Web slowly, almost mournfully, switched to his counterpart's world. He found the little girl in the same place, who his spider-sense chimed quietly was named Leah, in the same box, in the same alley, on the same day. However there was no symbiote there to save her. Up above Spider-Man and the Vulture fought in a fast-paced battle and the child discarded her covers, heedless of the cold, to watch her hero.

Having been dropped to the ground, Spider-Man was about to get back into it when he saw her. She was ecstatic. Peter smiled at that, but it soon faded, as the excitement proved too much and she broke into a fit of coughs that rendered her unconscious. His counterpart, fortunately, caught her before she fell, and spotted her 'home'. The web thrummed with activity as a thread came alive, and Peter could feel the rushing sense of absolute horror as his counterpart observed the many photos of Spider-Man that lined the walls of the box, all by Peter Parker.

The image shifted, and he watched himself hold a bedside vigil for the child. There were no visitors and the doctors could do nothing without money for medicine. His counterpart, near destitute and unable to reveal his identity anyway, could only watch as she flatlined. He almost lashed out at the staff, demanding that they help her, but it was fruitless. Leah, however, smiled one last smile at seeing her hero by her side.

Later, the Web showed him, counterpart demolished several buildings across the city that day. While it improved his standing in the eyes of construction workers, it did little to soothe him. Leah's death was yet another gaping hole in his conscience.

Peter wanted to rally resentment against his counterpart, against his inability and his choices, but couldn't. He suddenly felt tired, as if every choice his other self had made weighed heavily on him. It was only due to experience that he was able to quash the feeling of loss and dread in his stomach.

In the image of his own world, he saw Leah was happy and safe, though under the impression that a 'friend' of Spider-Man's was looking after her. The symbiote had developed the ability to maintain a somewhat solid form and entertained her by mimicking the webslinger, though had taken up the dubious habit of eating gross amounts of chocolate for sustenance.

In a truly symbiotic relationship, they thrived. Leah, who felt as if her hero was looking out for her, and the symbiote, who felt this was a chance to make up for its hasty decision in trying to secretly and forcefully bond with him. It had seemingly healed her, and she, in turn, had kept it alive.

"Results... Yeah, results are nice," Peter said quietly and turned away from the images, a cold feeling in his stomach popping up as he saw his counterpart's Leah, and her grave.

Cassandra sighed and moved on, sensing his feelings with ease. It would do no good, now. There was another, but it certainly would do him no good to show him now, or ever. It was pointless and tragic, and invalid in their world. The implications would echo too far, however.

Peter however sensed this, and grew curious. His spider-sense chimed vehemently, effectively its way of saying, _'Don't open that door.'_ A brief image of Gwen flashed into his mind. Peter, trusting completely in his spider-sense, chose not to investigate.

Moving on, Peter said, "This means I have my own… brothers," he paused, thinking of how his counterpart came to see his clones. They were no different from the one from his younger counterpart's universe; they were Parkers. Family.

Cassandra nodded. Peter tried to smile, but it came weakly. "Do I have a little sister too?"

A strange look came across her face, but it was gone before Peter could interpret it. She shook her head minutely. "Unlike the world we observed before, you do not have a female clone," she said carefully. His spider-sense chimed.

"I was _this_ close to checking that one off the list," he said sarcastically. "…Can you show me them?"

The Web shifted at his request and showed the clones, his brothers, he corrected, of his world. Kaine was still heavily scarred and images of a short-lived career as a mercenary and assassin flashed before Peter's eyes before being replaced as a bouncer in some places and a bodyguard in others, showcasing a varied and nomadic life.

"Due to his status as the first clone, Kaine was… imperfect, and mutated," Cassandra explained. The implications were clear enough. The other Kaine had been so unhinged for a reason. To find out you were a clone is one thing, but to be a shoddy, imperfect knock-off was a kick in the teeth, an insult to all you ever thought you could be. "This altered his physiology and abilities, as well as his mental state. I have... been attempting to rectify the latter as best I am able."

Peter blinked. "…You're his Jiminey Cricket." His smile grew, becoming genuine as well as genuinely amused.

Cassandra grimaced. "It was no funnier when he said that."

"I'm not so sure," Peter laughed, and his smile faded a little as he observed Kaine brutally beat down and savage group of thugs, and then pause. Almost reluctantly he opened a cargo hold and found dozens of slaves trapped inside, thankfully all living.

The image shifted to show him and a Latina girl eating pizza in a fancy hotel, a large bag of money between them. Then, it shifted to show Kaine crafting his own suit with stealth and shape-shifting capabilities. Then, later on, showed him beating down a knock-off of the Human Torch with a fire hydrant in one hand, and a waterballoon in the other all underneath the geyser of water shooting from the ground. Nearby, the girl was lobbing more at the man.

The current image however seemed to be more recent, more…. Live. He raised his eyebrows as his spider-sense chimed again at the girl, _'Aracely,'_ and she looked up with a start, right at him. She waved, and he waved back. She jerked Kaine to and fro, much to his grumpy disposition, and pointed at him, but he couldn't see anything webbed her mouth shut, much to her annoyance.

"Show me the other one," he laughed, and waved goodbye.

As the image of his other brother appeared, who his spider-sense whispered as ' _Ben Reilly,'_ Peter looked at Madame Webb, nodded in thanks.

"Well," Peter said after a moment of looking at her, "thank you. At least one version of you," he stopped, and looked at the web again with a grimace, "is good at your job. Clone-me is still 'me', I guess. Inasmuch as a twin is, anyways."

"They possess your memories," Cassandra stated with a tone he couldn't recognize.

Peter nodded. Considering everything else, and that he was looking at crucial events of alternate universe versions of himself, he it wasn't farfetched at all. He grimaced again, "I don't even want to know about the version of me who shacked up with… God, is that a female Norman Osborn?!" He shuddered, ignoring the smug look on Cassandra's face. "At least… he turned her into a... hero," he said dubiously.

Then he grinned a sly grin. "What's the story behind the me with a harem, though?"

Cassandra stared at him, and for a few seconds both of them stared at one another. Being in the astral plane, they were at an impasse. She scoffed. "You needn't know, what with your behavior of young Miss Franklin and Miss Corazon. _Moving on_."

"You're never any fun. Although that younger version of you seems to be. You were quite the looker in your younger days, Cassandra." The old woman snorted.

The Web then settled on Ben Reilly, though not quite exactly as Peter had seen him in the other world. This Reilly did not have blonde hair, and sported a long, messy mane of brunette hair as well as a considerable stubble, giving an overall unkempt and wild look. He shorter than Peter was, which Peter attributed to the fact that Nebo had him take vitamins that corrected any imbalances in his growth and lack of nourishment he had suffered from so many sleepless hours spent patrolling in his growing years.

This Benjamin Reilly was altogether unaware of the status of Spider-Man or Peter Parker and their life. He was nomadic as Kaine was, moving from city to city as a lone vigilante on what Peter had to admit, was a prettying bitchin' bike, before settling down as a college professor.

The image shifted and he saw Ben Reilly don the same suit the other one had once wore: a full red body suit and a bright blue sleeveless hoodie with a black spider on it. Peter couldn't help the feeling of relief at knowing he was alive. Ben Reilly's death had been a pox on his counterpart, one more mark on the grave with the epitaph of, 'Guilt Driven Responsibility'.

Peter snorted. Don't drive Guilty kids, drive with a clear conscience.

Cassandra waved her hand and the images disappeared, the Web rendered deactivated for now. "You are here because you have viewed the destruction of _so many_. Not only just your counterparts, but others who were bestowed the gift of the Web before, instead of, and after you."

She gestured behind him and just so happened to point at one image. It was of an obviously female form in a slightly altered version of his original suit. The other Ben Reilly's suit, he immediately recognized. He briefly thought it was a female version of him, confused.

The image changed, and his body seized up.

He watched, unable to move, as an older, bearded version of him looked extremely happy hugging his… daughter. Peter blinked. His counterpart looked so proud _,_ so _content_. A maelstrom of trials and battles and suffrages ran behind him, faded, but faded away when Kaine, his version of Kaine, appeared with his baby girl. The Spider-Man of that world was retired, and his daughter had taken up his legacy.

Peter did move finally, but it was only a strained twitch as Mary Jane Watson _'Parker',_ watched with a smile, a little baby boy in her arms.

The image then shifted, showing their home on fire and his counterpart and daughter fighting for their lives against a hulk of a man. _'Daemos',_ Peter instantly recognized him. The man who would kill him.

With a vicious blow he backhanded the obviously out-of practice and retired Peter Parker and held him beneath his boot. This was the man that Peter had seen kill him. With a growing sense of dread, he realized that he hadn't been his first kill, not by a long shot.

The image changed to view the girl, little teenage Mayday Parker, run sobbing out of their home with her baby brother in her arms as her mother tried to save her father.

Then, only one figure emerged. The murderer dragged the emaciated and mummified carcass of Peter out by his hair, and Daemos leered at the deceased Peter Parker's daughter and son. A pale violet light appeared behind Mayday and he saw other Spider-Men, presumably his counterparts from other worlds, appear. Among them was Ben Reilly, though he doubted it was one he had seen so far, for the obvious reasons of the costume being different, and he wasn't dead.

' _The destruction of so many,'_ Cassandra's words rang in his head again.

"You are here, Hunter, because your plan will _not_ work." Cassandra said ominously. "The path you have observed will only lead to prolonging this end."

"End?" Peter frowned.

" _Our end_."

The Assassin, the 'Hunter' of the Web, as Cassandra had called him, took hold. The man who worked side by side with Logan in work that would have once churned his stomach squared his shoulders with a fierce resolution, bearing a scowl of determination which morphed the angled black eyes of his mask into a truly menacing sight. "Thanks for the warning, better late than too late. How do we stop it?"

"You are the only one who can bring an end to the destruction, Spider-Man," she said solemnly, and distantly, Peter noticed she hadn't called him 'Hunter'. Slowly, one by one, the images of the web began to fade and blacken and crumble. Every single one of them, from the youngest to the oldest, to those that weren't even _human_. "Your actions have allowed you to see the end."

"The end of us." Peter finished.

A silence followed. Then, he clapped his hands. "Saving lives? Nothing new to me," he said after a moment with an air of flippant, but sincere, confidence.

"Saving another me and his _kids,_ though, you can cross that off the bucket list. It's as good as done." he said, feeling no fear or anxiety. In their place was staunch determination, all the while another thought echoed in his mind.

Daemos would _pay._ His entire family would.

His spider-sense chimed in agreement.

Cassandra seemed to straighten at this. "That confidence shall serve you well. You still truly are the same, Spider-Man. Unfortunately, I feel this requires the Hunter of the Web all the same."

"Good. Wasn't planning on letting them live anyway," Peter said, his voice hard.

Cassandra nodded. "The Inheritors, those who are hunting you, hunting _us,_ will not stop until they have consumed us all."

The Web reemerged and showed a destructive battle of an army of Spider-Men and Women leading a fight against Daemos and his family.

' _Inheritors'_ , Peter grimaced. ' _Who comes up with these names? …Always some grandstanding maniac around the corner. Some things never change, even in other universes_.' Cassandra chuckled at that.

The battle was a pointless one, however. The Spiders by and large fought to capture and retain and were soon pushed to the defensive, but the Inheritors had no such inclination. Without the instinct on the Spider's side of their namesake, they easily ripped through webbing like tissue paper and consumed one after another like the late Wilson Fisk at a buffet. Peter boggled at the sheer stupidity of it all. How could they honestly want to _imprison_ these monsters with all they had done?

As if answering him, the Web showed its disagreement. Most, but not all. Mayday was absolutely _vicious._ Her mask was torn and her eyes were glowing red, and in a gruesome flash of blood and bone two hard spikes jutted from her forearms as she led the charge, and Peter allowed himself to feel a little pride. He hoped that, should he ever have children, they wouldn't be overly naive. Around the battlefield, others did the same, but not enough. One was a Spider-Man wreathed in black with a trench coat with a powerful looking revolver and another was a futuristic Spider-Man, and finally he saw Kaine.

But he himself, was suspiciously absent from the vision, though the 'Superior Spider-Man' was on the outskirts barking orders. He quickly surmised that this took place after his death. He was bemused at Otto's actions. "Just like Ock," he scoffed.

"You will prevent this battle from coming to pass," Cassandra said, causing him to look at her. "From allowing it to get this far."

"Was there ever any doubt?" He smirked.

Cassandra snorted. "With this," she gestured to the web once more, "I point you to this location."

The web closed in an image of a museum. In kind, Peter's spider-sense provided the exact location and time, as if working in tune with Cassandra's own clairvoyance. The possibility made him think. "On exhibit tonight in the Metropolitan Museum of Art is the Tablet of Order and Chaos. This is the key to setting our own path."

"I assume this thing is pretty powerful, so won't ask why it's on _display_ in the biggest city on Earth."

"Thank you for that," Cassandra dryly replied. "Fortunately, as is the case with many items, their capabilities are shrouded by legend and considered mere tales."

"Yeah, fortunate," Peter snorted, relaxing a bit. "Except there's always some snoop who believes in that and comes looking," he said as his spider-sense vibrated in the affirmative, a full skull tingle that caused images to flash before him.

Cassandra nodded. "The Tablet is sought after by another, Mysterio, your old foe. This is not unexpected. In another world our counterparts have foiled him, but as they say, 'History repeats itself.' I trust stopping him is not past your capabilities?" She asked.

"I think I'll manage," he replied, crossing his arms. "What will you be doing?" He asked. Gone was the accusatory tone from before, he had no interest in forcing her to face the mistakes her 'Order of Watchers' had made. Peter was surprised, pleased, and grateful to her. Relieved that she showed more competence than the other versions of her he'd seen, save that younger version of her.

Cassandra rolled her eyes. "I aim to follow in my late counterpart's footsteps and rally help for your quest."

"…Wait, the _same_ counterpart who allowed me to get mind-swapped with Octavius? You think that's a good idea."

Silence.

Cassandra coughed. "This will be putting you directly in the path of the Inheritors, notifying them of your presence. You will need help," she said, suspiciously ignoring him.

"Then get me a damn _Hulk,_ or a _Thor,_ Cassandra." Peter scoffed. "If it wasn't for the fact that I saw one of them take Logan out, I'd take a dozen of him for Christ's sake. The smell would be hard to deal with, but I'd manage."

"There is a reason why you, Spider-Man, are uniquely qualified to defeat the Inheritors."

"I swear if you say I'm the chosen one I-"

"Then I won't." She said dryly.

"Come on." Peter said disbelievingly. "I'm pretty good, but not that special."

Cassandra hummed to herself. "It would seem some similarities between you and your counterparts remain, though less obvious than others. Humility, for example."

"Please don't compare me to the guy who got mind-swapped with a bowl cut _loser_ , and the _kid_ who had five girlfriends but _still_ died a virgin," he smiled ruefully.

Cassandra chuckled, feeling relief bloom through her. "When faced when anyone other than a Spider willing to hunt and…" she trailed off, and Peter guessed she was unable to say 'kill', but his spider-sense made him doubt that. Its quiet whisper opined, ' _Consume,'_ with such eagerness it made him shiver a little. "They are nigh invulnerable. They feed off of energy and have made meals of the titans of other Earths in the past."

Peter rolled his eyes. "Great. This still isn't a good idea."

Cassandra smiled. "But you will fight regardless, won't you?"

"Cassandra, you have a counterpart that is a cradle robbing woman who likes a teenager who runs around in skintight suits and has orgies while his Aunt is at her yoga lessons." She looked at him, incredulous.

"What?" The smile from her face faded, but was replaced with a slight tinge of red. Peter shrugged. "Ask a stupid question."

Their surroundings faded until finally, there was nothing left. Cassandra and Peter in a dark void. On the edge of his enhanced hearing, Peter could hear birds chirping. The area started to get brighter and he assumed he was about to wake up. "Well, this was fun Cassandra. Thanks for not telling me I was going to die."

Cassandra scoffed goodnaturedly. "Child, I knew you were going to insinuate I was a constipated old bitty who preferred the company of other women. All this time I was _debating_ on telling you."

"I can't understand that," Peter said thoughtfully. "Why do that when you could have been buying laxatives? You are an awful, short-sighted person."

"Then I am in good company." She shot back, and smiled again. "Coupled with your repeated reminders that some of my counterparts actually lack _taste,_ I wonder if it was wise to let you observe the web in the first place."

Peter pat his chest, right at his heart. "You're the one without taste then. I'm amazing."

" _Obviously,"_ she snorted. "I can't speak for myself," she said with an amused tone, "but I prefer my men with a few more years to them. Obviously my counterpart can't say the same, the foolish young woman."

They shared a laugh. Peter couldn't remember the last time they had, if ever. "Good luck, Spider-Man."

He cracked his knuckles. "Don't need luck. Would be nice to have it for once, but I've managed without it so far."

* * *

 **A/N: To be continued...**


	3. Chapter 3

"Peter, Peter open your eyes."

Nothing.

"Peter."

Silence responded in… well, silence.

 _Click. "_ Peter."

The faint tingle of his spider-sense didn't so much as make him twitch. The brunette lay in bed still, and Alex rolled her eyes and cocked the pistol. It was out of her hand and crushed in faster than she could see.

Little more than a day and a half had passed since Peter's vision in the restaurant, and he and Alex had left for NYC immediately. Their morning routine hadn't changed much, however. He'd wake up almost naked, and she'd be next to him even worse for wear, and a gun threatening to fire had become his alarm clock for as long as he cared to remember.

Not bothering to take in the sights of the opulent hotel they were staying at, Peter handed the gun back to her. It, the hotel, that is, wasn't the best anyway – a six out of ten. The gun had a good amount of heft to it, and if he knew Alex he knew it was fairly dangerous. He didn't care to wonder if she had bothered to use rubber bullets this time. She hadn't hit him in over a year.

"Yes dear?" He smiled to himself.

Feeling the slight shuffling of sheets and smooth, feminine curves against him, he heard the dull thud that resulted from an unceremonious tossing of a ruined firearm. Alex had lobbed it to the other side of the room, uncaring. Of course she was, Peter thought with mirth, she had a closet full of them. "You were talking in your sleep."

"You don't say." He could feel her eyes on him. "Thanks for waking me up because of that. I wasn't asleep." He lied, rolling over slightly to shield himself from the light.

However Alex continued to look at him expectantly, and he knew she'd likely continue to do so until he gave in. It was too early for that. "Cassandra Webb." He explained, and didn't need to open his eyes to see her face screw up in annoyance.

Alex let out a low, bemused growl. "Should I be concerned that you're dreaming about an old woman when you have my ass in front of your crotch?"

As if suddenly aware that he was a man in the morning, Alex made it a point to bring that fact to the forefront. Peter found himself nestled between something soft and warm. Without looking, he gave said ass an appreciative grind, grinning the grin of a man who is pleased to be awake. "I don't think so."

"Good," Alex huffed.

"She isn't that bad," he half-heartedly defended after a moment. "Just old." The image of the (old) woman glaring at him appeared at the forefront of his mind, but he bat it away easily.

"My jealous woman senses are tingling, Parker," Alex huffed.

"You don't have a jealous woman sense, Alex," he teased, nipping at her ear. "Don't worry," he assured her. "There's a universe where she's young and hot, but you and I aren't together in that one."

" _Such a relief,"_ Alex said, exasperated. Kisses trailed from her ear to her neck, causing her to seize up against him before she relaxed, luxuriating in the calm feeling and pressing against him more insistently.

He grabbed her and held her close. "What was I talking about? In my sleep." He asked, though it was obvious she was less interested in that and more interested in the fact that she was against his morning anatomy. "Aside from trading insults with an old bitty, I'd imagine."

Alex gave him a long, unwavering, stoic stare. Possibly the stare of a woman disbelieving that he could so quickly switch gears. She looked frustrated and that only made him smile. She rolled her eyes, huffing to herself. "Ben Parker."

Peter raised his eyebrow. "Right, that one's a classic. Sorry."

She shrugged, and pressed against him until he was pinned against himself, surrounded on all sides by soft curves. "S'fine," she muttered, yawning. "There's nothing to apologize for, everyone has their way of coping."

"It's not coping," he corrected instantly. "He's dead. I like to enjoy the good memories I have of him when I can."

The blonde nodded and nestled underneath his chin. "Just saying I don't mind. Not like you tell me much about your old life anyway, so it's nice to gleam what I can."

Peter set his chin on her head, hands slowly trailing down. "…My old life isn't important," he said after a quiet moment. Alex snorted, and even he could tell he was full of bull. "The bad parts, I mean. It's the good stuff I should remember."

She turned and flashed him a small, pleased smile. "You're learning. Good."

Alert blue eyes met piercing hazel ones and not for a moment did Peter Parker see Gwen Stacy. He saw Alex, only known as Alex, with her short blonde hair that was as devoid of colorful saturation as her eyes. The faded scar on her left jaw and healed over gash on her neck from missions long past. He could feel her body against him, toned, capable, and absolutely pleasant against his. He could also smell the toothpaste that told him she'd been up for a while. And see that slight curve of her lips that told him she didn't want to be anywhere but here.

The next instance she climbed on top of him as innocuously as a woman can climb on top of a man the first thing in the morning, and rocked on top of him with conversational ease. She flashed a rare grin, the look in her eye obvious. "Want breakfast?"

If she wanted to play that game… he clicked his tongue and took hold of her hips. "Yeah, make it a big one too. …We have a change of plans."

"No thanks, already _have_ a big one…" she muttered, eyes struggling to stay open. Hands fumbled at the weak layer of clothes between them. She was close, but every last second he moved and her fingers lost their mark. She grunted in frustration. "Why? Did you invite company?"

Peter could already see her reaction and barely restrained a mischievous smirk. "There's a little girl," he said.

All movement ceased and Alex's expression slowly melted away. She was frozen on top of him like a deactivated machine. Not the _company_ she had been thinking about, obviously. "…What."

Peter broke out into a laugh. "Not like that. She's homeless. Box in the alleyway somewhere near the Bronx."

Ice blue eyes softened. "Vision?" She asked. Peter nodded. "Hm. Breakfast in bed before saving a little girl," she groused sarcastically.

"None of that, sadly," he smiled up at her, giving a not-so-apologetic raise of his shoulders.

"I knew there was a reason I sleep with you."

"Is it because I'm noble? Handsome? Debonair? "

"No, it's because you always find new ways to annoy me," she interrupted, slapping him on the chest. Hard muscle met calloused hand and the resounding smack filled the room. "I'd kiss you if I didn't feel blue-balled."

Laughing, Peter rose, effectively picking her up with him as though she were a child herself, his well-muscled form like that of a male-gymnast, sculpted with hard angles and a few scars from his younger days and contrasting with her curvy, toned and athletic form. He pecked her on the lips, a chaste, teasing kiss that left her frowning. "There you go, on the house."

Restraining her annoyance, Alex kissed him back heavily and full of frustration. Sweet lips met his and he could taste the fiery burn of her toothpaste. She made it a point to go on until she had to stop for breath, and when she did, she scowled as he was still as right as rain. Falling against him, she waved dismissively, angling herself on him to use a specific part of him as a perch. "Go on, get out, go save the stray. I'll call room service."

" _Strays,"_ Peter corrected, walking as though Alex wasn't still holding on to him. Alex raised her eyebrows. "You heard me."

"Don't want to know," she shook her head. This wasn't anything different from when he and Logan made it a point to rescue mutant children, she thought, so it'd be prudent to ask. "Is she a mutant?"

Peter stopped with the look she associated to his 'visions'. A second or so later he shook his head. "Mutate, maybe, after a fashion but… but not a mutant." He walked out of the room, but Alex was still hanging on him like a monkey. "Ahem."

"And the other?"

"No. Alien."

"…I don't want to know." She sighed, and gyrated pleasantly against him, more for her pleasure than his, though he enjoyed it too. "I had to limp to the bathroom this morning," she said, pressing down hard, holding all of the casualness of someone talking about the weather. "Carry me to the phone so I can call room service."

Peter snorted. "Of course,"

He made a pointy to walk on the ceiling to spite her, she felt. She tightened her grip in a way that would have strangled anyone normal, but Peter Parker was anything but 'normal'. He barely felt it. Her robes fell to the floor past them, showing her naked form beneath. He did hold on to her, not that she was afraid of heights, but she did appreciate his fingers squeezing and rubbing. A far cry from a long morning in bed, but one takes what one can get.

He dropped her off at the opulent, bright cream colored couch and she picked up the phone and dialed for room service. Minutes later, washed and cleaned, he was out of the room and came back dressed. Gone was the handsome, all black suit from the day before and in its place were unassuming and unimpressive civvies.

He had a knack for those, Alex observed. Appearing to be inconsequential and unimportant. They hid his muscles perfectly, and though his height would prove to be a slight intimidating factor, he stood with a well-practiced slouch and exuded a meek demeanor.

Of course, she knew it was all an act. Whoever Peter Parker had once been, she had seen who he had become. Oddly enough, and she was just as attracted to the meek looking young man before her. Is that what he'd been like as a teenager, she wondered?

"Anything in particular you want to order?" Alex asked, frowning as she looked him over. Gone was her favorite 'post', thanks to what was likely a cold shower, or an extreme force of will. When it came to Peter, she found it was a toss up… or both.

With obliviousness too innocent to be anything but fake, he tilted his head. "Nothing fancy, just… hot soup, but save that for until I get back. Dry foods. Sandwiches. Fruits, lots of chocolate. I'll be out for a bit."

" _Chocolate_?" Alex echoed.

"Lots of it."

Alex quirked her brow as Peter snatched up a phone, hers or his, she wasn't sure, and dialed a number. She could hear an automated voice that she recognized as the prompt for a code. "Code: _MFSW_ ," he said, and a second later she heard a beep, and then the sound of ringing.

The other line picked up at the middle of the second ring, and Peter held the phone away from his ear, looking amused. _"I told you not to call me on this one!"_ A young, feminine voice on the other end whispered harshly. _"Better yet, don't call me, ever. Seriously, just don't."_

Alex recognized the voice and watched the exchange with a growing smile. So it was her phone after all. Attention captured, she propped herself up with her elbows and watched. Peter gave her a look. "I guess little Ms. Tuffet doesn't like me?" She stuck her tongue out cutely. He wasn't the only one who could play that game.

He chuckled. "Hi, Mattie."

Mattie Franklin, Alex knew, had assumed the identity of Spider-Man once upon a time. When Peter had found out, he promptly put an end to it after saving her life. She was green and, if she was being disparagingly honest, stupid. But they had all been at one point. All the while being taught by Nebo at that time, Peter had taken Mattie under his wing, and soon enough she had assumed care of the city in his stead as Spider-Girl, though he had staunchly refused to let her be involved with his, Alex's, and Logan's missions.

Of course, Alex smirked with a sidelong glance at Peter, it hadn't been long before she became Spider- _Woman._ She wasn't the only one though. Amidst a goodly amount of other Spider-Women running around that she personally didn't care for, there was also that one named Arana.

" _P-Peter?"_ The young vigilante stuttered on the other end. _"What… are you in the city? I mean, since you always call when you're in the city. Not that I mind or anything but would it kill you to give a gal some notice or something? Email, something. I thought you were Al- and just why are you calling on…_ her _phone?"_ She interrogated, managing to chirp all the while.

"To answer your questions in order, yes I'm in the city." The other line hissed and he jerked it away a second in time. "Don't worry the line is secure. It wouldn't kill me, but I'd lose my enigmatic attractiveness. I'd hate to scare you away." Alex huffed.

"Is your quick-change still working?"

" _Yeah, thanks for making it for me, btw,"_ the youngwoman replied, sounding more comfortable now. " _So useful. I don't even have to get changed in an alley anymore."_

"I need you to meet me at this address." Peter said, and gave it to the confused girl.

" _Alright but… what is this for? More training? …Please don't tell me Logan is going to be there too. My hair still hurts from last time."_ She whined.

Peter smiled. "No, not more training, Think of it as 'exercise application'. I'll meet you there."

"Exercise appli- Should I get some _condo- give me some context!"_ He hung up.

"Second stray?" Alex inquired, grinning impishly.

"Looking forward to it?" Peter asked, looking amused.

"I like her. She's cute for you," Alex shrugged. "But the kid… is going to cramp our style," she muttered, remembering the mention of the little girl.

"Leah. Her name is Leah." Peter supplied, looking as unapologetic as possible. "Sorry, no lewd fun times today."

Alex pouted.

* * *

New York City wasn't entirely unused to seeing Spider-Man. He had become a rarity however. No longer was he a daily, hourly sight, gumming up the skyline. He had become a rare attraction, a monthly thing at best, though his appearances were far more sporadic. In the several disasters that had cropped up since his disappearance, he had been on the frontlines, part of the vanguard, and if not that, then defending people as he had always done.

This, coupled with the lack of material that the Daily Bugle had to further incriminate him, had left the city considerably warmer to the rare sight of him, if not looking forward to it. In his place they had gained a new spider themed hero, aside from the woman on the New Avengers after the super-villain prison, the Raft, was breached. This new vigilante followed much in the same path that he had blazed, and the city took to them with a refreshing welcomeness, due in no small part to the perceived connection with the absentee Spider-Man.

It was not a rare sight to see them webswinging together, or fighting like a team together when Spider-Man appeared. The connection had made the city of New York welcome Spider-Girl with open arms.

People pointed up to the sky as Spider-Man swung far up above, a mere dot in between towering skyscrapers. There was no mistaking it, as out of all of the Spiders that were known, only two of them actually spun webs. Between them Spider-Man cut a larger, obviously more muscled figure, though this was scarcely visible being so high up.

The city was as familiar as it had always been, a former home. Now was not the time for nostalgia or sightseeing, though. Peter made his way through city, following his spider-sense as though it were an alarm in his head. It would take too long to reach little Leah on foot, so he chose an alternative method of travel.

Just as he had requested, Mattie Franklin, AKA Spider-Woman, ' _Formerly Spider-Man'_ , Peter chuckled, sat perched on the side of a building, waving excitedly as he came closer. She stopped when she saw his suit. "You have a lot of nerve wearing something like that," she'd said when he got into earshot.

Peter kept swinging, forcing her to double time it to catch up with him. Her movements were clumsy, and without a spider-sense she had to put extra effort into getting it down fluidly. Idly Peter mused that it was something they had to work on, though she was visibly better than the last time he had seen her.

"Hey!" The young vigilante said, chasing after him. "Talk about some nerve! You're supposed to stop and talk and trade banter with me before we fight and then I find out you're a good guy and not-"

Spider-Man made a hard stop that had her zipping past him in a blur. Suppressing a chuckle, he crossed his arms as she made her way back to him. "-a Skrull or some teenage girl pretending to be me?" He laughed. "I don't think I have the figure for that."

"I think you have a great figure," the young woman blurted, and then covered her mouth. Thanks to the open mouthed mask of hers, her scarlet blush was unfortunately visible. Peter couldn't understand why she wore it. Being a Spider-Person didn't omit one from having a bug infested mouth at high speed webslinging or sky diving.

Shaking his head at the smears of what used to be insects streaking along her face, he took in the sight of her. Mattie Franklin, aged 19 years, daughter of Jerry Franklin and beloved niece of J. Jonah Jameson. She stood a little under two heads shorter than him, but her size belied her power. The girl was a powerhouse, not as strong or as fast as him, expectedly, but she could hold her own just fine, and had only improved with time.

Out of all of the Spider-Women he'd seen and met, her abilities matched his the closest, though she lacked a spider-sense. With her age however came an inherent awkwardness that he remembered having himself, which only heightened his desire to train her. A natural naivety that he had been a victim of due to not having his own mentor for the longest time. It had nearly gotten him killed more times than he cared to remember, well into the triple digits, and he couldn't allow that to happen to Mattie Franklin.

She had showed great potential too. Great power, and a frightening sense of responsibility to put her life on the line for an entire city, all the while being unpaid. All because he inspired her. She was his responsibility.

She also had possessed an obvious crush on him, which was exacerbated by the aforementioned teenage awkwardness, which he thought was surprising. It had taken some time for her to admit that. It wasn't a long time ago that he revealed his identity to her. The look on her face was still fresh in his mind, that bright,, innocent smile. It had been the exact opposite of horrified.

" _Oh if only Uncle Jonah knew about_ this!" She had cheered, and caressed her hands as menacingly as she could, which wasn't very. It ended up making her look adorable. " _I mean I always had theories but it just seemed so obvious and-"_

In all, Mattie Franklin was a good sort. She had grown into a fine young woman as well, though she possessed an obvious insecurity about her body. Which was preposterous, Peter had told her more than once. Sometimes he thought she was just fishing for compliments, not that he ever stopped giving them. At a bit behind five years his junior, it was distinctly more fun to watch her balk at them than it was to watch Alex, who was ten years his senior.

With a mechanical sound, his eyepieces slid back and his eyes roved over her body. She cleared her throat and straightened up in a soldier alert pose. "Sorry, I mean, I- Good to see you again, uh… Spidey," she fumbled.

Peter raised an eyebrow at her, though it was hidden by his mask. "You have bug on your face," he observed dryly, and repressed the laugh that came when she almost shrieked and covered her face in horror. Gloved hands pawed at ever splatter of insect that unfortunately and miraculously only encircled her mouth. The closest got was right next to the corner of her lips..

"Oh my _God…_ "the girl muttered, mortified. She looked at him sheepishly. "I guess a welcome back kiss is out of the question?"

Laughing quietly to himself, Peter shook his head. "That wouldn't happen if you switched to a full mask."

"I tried that after you left the last time," Mattie grumbled, furiously wiping at her face. "Designed a new suit and everything! People kept thinking I was your _daughter_." Her face screwed up in a disturbed veneer. "You have any idea how disgusting that is? I mean, we-we-"

Peter tilted his head at her. The word seemed to get stuck in her throat no matter how many times she tried to power through it. She was, pretty much the opposite of Alex, who was blunt to a conversational level. Mattie on the other hand was innocent. He watched her fondly as she sighed, stomped the ground, and growled. She was adorable.

"I don't even- ugh! I would not do _that_ with my father! Just _completely_ ruined themask for me."

"I can see why," he said dryly. "Follow me."

The lessons had effect. Mattie followed him without question and silently as he crawled down the side of the building they were on. This was the building, Peter thought, taking the sight in with little to no dubiousness. His spider-sense was never wrong. This was the location of Leah.

It was a dilapidated and unimpressive building. Obviously abandoned but kept strangely clean with boarded up windows and absolutely no trash outside of it. It was also sandwiched between two larger buildings, and in between the onyx color of one and t metallic sheen of another, its drab and grey pallor did little to catch attention.

Being more used to his powers, Peter touched the ground first and quickly switched back into his civvies with a press of a button on his arm. It lit up briefly and in a shimmer, his costume changed into clothes.

In the alleyway that led to what he surmised was the rear entrance to the building, he and Mattie were well wreathed in shadow now, such was the height of the two other buildings on either side.

As Mattie touched down, she inwardly thanked him again for her own quick-change device as she switched into her own clothes. She cut a tomboyish and athletic figure, one that went at odds with the simple skirt and t-shirt she wore, but was also reinforced by the bike shorts beneath. Peter noticed with a cursory glance that she had grown her hair out since he last saw her.

She blinked at him for the same reason. "You're growing your hair out," she observed, pointing toward the growing mane he sported. "I like it." She pursed her lips.

Smiling in thanks, Peter made a hand signal and she swiftly went behind him and he took point. Mattie lowered herself into a slight crouch.

"Whatever you do," Peter said quietly, "Don't make any sudden moves once we're inside."

She frowned. "What exactly _is_ inside this place?" She asked, deciding to get the questions out of the way. She looked around them at the forgotten and dirty looking alleyway. It was _too_ pristine, she noticed. Too well kept despite the dead end and overall uninteresting path. Her eyes fell on the door in front of them which was unmarked and lacked any way to open it. No sign, no engraving, not even a bit of _graffiti._

Mattie's eyes narrowed in well-honed suspicion, just as she had been taught, "How are we going to open that? Without breaking it down, I mean," she asked, knowing that this was obviously a 'stealth' operation.

Demonstratively, Peter put his finger tips to the door and wrenched it back ever so slightly, enough for him to grab it. "You have got to teach me that," Mattie muttered with a rueful smile.

They walked inside. While the interior of the building was exactly as Peter expected it to be, it was the opposite of what Mattie had envisioned. She had expected a similarly abandoned interior, just as grey and depressing and oppressive as outside. She expected crates and dark corners and drug dealers, gang members, something.

But no, no Peter would have told her. He wouldn't ever allow her to go blind in a situation like that. She expected Logan, the Wolverine, here for another lesson that would end with her nursing bruises and being tended to by Peter which was without a doubt the best part. But the short mutant wasn't there, and the inside was nowhere near large enough to support the type of one-sided battle that usually resulted from their training. Rather, it was too crowded.

The interior was contrastingly furnished and adorned with electronics and expensive furniture. It was warm and glowing with furnished woodwork, but the room was shielded by a maze of sheets that hung from the ceiling.

No, Mattie looked closer. Not sheets. _Webbing._ Thick sheets of webbing, thick enough to be blankets, too big to have been made by the webshooters Peter had taught her to make. Only something large and intelligent could do… this. A large and intelligent spider.

The curtains of webbing possessed the odd streak of black that was splattered throughout them like a stray, tarred bit of webbing, as if it had been dyed. In certain places of the room large patches of webbing sat similarly, shielding certain things. _Exits,_ Mattie realized, taking special note of the rubble that surrounded and littered the webbing. The increasingly _black_ webbing, The holes in the wall had been pulverized into existence by a being of great strength.

Light streamed in from the high side windows and the aura inside the building was unmistakable. It was that of a home, a den. Though the young woman couldn't help the next description of it that came to her mind.

A _nest._

"Probably to keep the heat in during the winter," she heard Peter mutter. He was observing the web-sheets as well, but with a more critical gaze of someone who knew what to look for. Mattie suppressed the self-deprecating thoughts that came to her. Of _course_ he knew more, he was… and she was Mattie Franklin, awkward dork. But she wasn't, she was his student and he was her friend, more than a friend, and he would flick her on the head if he knew she was so easily sliding back into bad habits.

Peter's arm snapped out to stop her waist first, bring her movement to a halt. "Don't… don't run into those," he said quietly. She followed his gaze to a particularly thick batch of webbing. As he pulled her closer to him, for the purpose of getting her away from it, she absently supposed, she didn't mind the contact. "Spiders use webbing as sensors. To sense intruders. Or prey."

Mattie blinked, eyes becoming steadily wider. She trusted Peter, she really did, but this was not how she thought her day was going to go. Entering the nest of what was beginning to seem like a _fuck-ass huge_ spider? Not the picture definition of a perfect date. In fact, the opposite.

But kicking the ass of a fuck-ass huge spider with her… boy who was also a friend and hero? _That_ would be pretty awesome, and so she stowed her apprehension and tightly followed Peter's movements.

Mattie Franklin trusted Peter Parker, not just because he was Spider-Man. He had saved her life multiple times before she even knew his true identity, all out of costume. It had been pretty embarrassing to be the big bad super-gal being saved by a do-gooder, but it felt… nice. Someone willing to put their life on the line for _her_ when it was her self-assumed job to do that? Of course the occurrence of the foolishly brave Good Samaritan wasn't uncommon and became _too_ common. He always seemed to be in the right place at the right time just when she needed help she had started to get suspicious, and when Spider-Man appeared out of nowhere, she had begun to connect the dots. It was just too convenient.

Not long before that she had met the Amazing Spider-Man, much to her excitement. The former vigilante who had disappeared a couple of years prior and popped up every once and a while during big, cataclysmic events, a few that she was even a part of. He appeared during the Skrull invasion, and before that the breakout on the Raft, and had been seen fighting alongside the X-Men, but Mattie hadn't questioned it. It was her Hero, Spider-Man, still saving lives as he had always done. He was _alive._

And to find out that he'd been pretty much her guardian angel, well… It was hard for her to go to sleep for a long time without whooping in joy.

So it wasn't a matter of distrust that had her looking around, just curiosity. Healthy suspicion taught to her by him. And then another thought occurred to her and her face lost all emotion. …Could this be a place he had set up… for them? Like, _them,_ them _?_ Usually their 'rendezvous' were…not so casual.

' _No you dunce,'_ she rolled her eyes. _'Look at the really big webs around and get your mind out of the gutter!'_ She relaxed a little at that, not disappointed but not relieved either. She was happy to, ahem, _be_ with Peter, but in a place like this, not so much. And the threat of gigantic spiders streaming in from the large holes in the walls had her skin crawling, namesake or no.

Mattie was broken from her thoughts by the sound of a thick, gooey _schlop_. It made her freeze. It sounded like the impact of a wet slab of meat hitting the wooden floor, or a _tongue_ licking vigorously at something over and over again, lashing it, and… she blushed, and pulled her thoughts up, shaking the image of Peter between her thighs out of her mind. Not the time, girl.

It happened again, and again. Almost as if someone were snacking on something very, _very_ sloppily. Eating, and vigorously. Compounded by the fact that she was surrounded on all sides by webbing _Spider-Man_ warned her not to get stuck in, she was now on edge. Spiders _liquefied_ insides, they didn't chew. They also didn't make webs this thick. With the grace of a ground-bound bowling ball, her assumptions of what exactly giant-spiders were like were out of the window. Not that she had much experience with that sort of thing.

' _Oh, fuck,'_ Mattie thought. It was rare for her to curse, but if there was a time for it, now was it.

When Peter finally stopped, the maze of webbing was just behind them and they stood at a break in the scenery. The wooden furnishings were gone, replaced by the same cold, drab looking concrete that dressed the building's outside. Likely a packaging area or cargo area, Mattie realized. Peter's tall frame easily eclipsed the small entrance to the area they found themselves in, but she peeked past him and watched the flickering fluorescent lights do little to light the darkness beyond. _'Nope.'_ She thought, shaking her head slightly. _'Fudge this.'_

Peter nudged her with his shoulder curtly, as if to say _'Don't move,'_ and Mattie listened.

She _really_ listened.

Much to her surprise, she found that aside from the abilities that she and Spider-Man shared, she too had enhanced senses. Her eyesight and hearing and sense of touch, specifically, the latter of which had the most interesting reaction to Peter's stick-em powers. She had crystal clear sight under most conditions and extremely good hearing, though not as good as Wolverine, of course, and with training, began to learn to differentiate wind currents on her weblines and skin. Now she focused her ear and closed her eyes as the sound of the world faded away.

The first thing she could hear was Peter's heartbeat, since he was so close. It was so _slow_ , so calm, especially compared to hers, which was still beating somewhat fast after webswinging, and seeing him again, and especially after she lost her brainfilter earlier, and the disturbing locale she found herself in. She ignored the encroaching feeling of embarrassment and listened further. The wet sound was there, and a loud smacking noise, as if someone were eating… and the sound of muffled screams. Her eyes widened.

The light blocked by Peter streamed in and caught her by surprise, overloading her senses. She blinked, but Peter was gone already, into the darkness. She chased after him.

* * *

Cletus Kasady laughed. Today was turning out to be _fun._

And then… not so fun.

At least, it would when he got out of this… gook. What was it, tar?

The thought made him curious, and curious meant that he was now itching to cut the thing in front of him open and take a look inside. Rip off that mask and see what it looked like. The creature in front of him wasn't Spider-Man, but the resemblance was there. The same styled eyes, but the black suit he wore a couple of years back. It was too small, though, and looked every bit like the silhouette of the little girl he tried to sneak up on earlier.

The little freak tucked in to a box of _chocolate_ of all things with its back turned to him. That was fine to Cletus - everyone was a freak. And milk chocolate, crunchy, peanuts, almonds, every kind of chocolate to boot. He could appreciate that, it wasn't picky. Neither was Cletus. Children, old men, puppies, mothers… it didn't matter. What mattered was the feeling of gore on his skin.

He would have laughed at the stupidity of it, and he did. He just couldn't stop. The grin that split his face as actually starting to hurt, a little bit.

The batch of tar hit him in the face like a right cross and he saw stars. It gummed up his mouth and he was silent, and now unamused. He'd take his time, now.

The figure was _far_ too small to be the Spider. The very same little girl that Cletus had found himself. She would have been his first victim after spending so much time laying low, and that Sin Eater jackass was taking all of the fun away. Cletus wanted to get back and jump into the pool of gore and murder with a _splash,_ make an impression. Get people looking and quivering in their soft, defenseless bodies.

The girl seemed defenseless enough. Homeless and alone, the trusting sort it looked like, walking the alleys like a retarded urchin. He had followed her back to her little hovel unbeknownst to her, or so he thought. Cletus _would_ have made it quick… relatively. He'd had fun with her body, of course.

Not that kind of fun. He was a serial killer, not a freak. Well, he _was_ a freak, but not a sicko. He was an _American_. His definition of fun included, but was not limited to, stringing up her limbs by her entrails and using what was left as streamers and ornaments. After she died. Considering her disgusting sense of interior design, it would have been an improvement.

Cletus _would_ have made it _quick_ … until he saw the photos she had on the wall. Spider-Man here, Spider-Man there, _Spiders everywhere._ He wanted to find that Peter Parker jackass and split him. Quality shots though, so he'd make it quick.

The kid was obviously a _fan_. Rumors of the Spider being dead had helped him sleep at night, lulled by a chorus of screams and the Magic School Bus theme song. But when he resurfaced Cletus hadn't gotten a good night's sleep in so long.

It was obvious the twerp had a nasty case of hero worship, and Cletus had the opposite. He didn't like heroes. He was smart, though only on good days, and every day was good for carnage. He knew he had a whore's chance in church on giving the slip to one of those hero types, much less beating them. Past encounters with Daredevil and Punisher had been… interesting, but not gory enough to make him reconsider doing it again, so he adopted a creed: Stay low, stay quiet, but stay _messy_.

The new word surrounding the Spider had made him lay low. He was _different_ , now. He wasn't even sure if it was the same guy, but hearing the gone to ground roughnecks and schmucks whisper like scared children had been interesting. Hearing about how the Spider crushed their bones and tossed them away like trash, all the while being blessedly silent, had been a good bedtime story. It was enough that they had been scared straight and jumping at every shadow that resembled a spider.

But Cletus was not so easily cowed. The Spider had changed, and he had a little twist on the side apparently. Whatever. Cletus would stay out of sight and be smart as he had always done. What was the world without a healthy dose of carnage, after all?

The best way to rid someone of a virulent case of hero-worship was to make them face facts. That, as he ran a knife from their shoulder to their cheek, their hero wouldn't be coming to save them. Only Cletus hadn't had a knife. His eyes flicked to the broken glass so close to him, but still too far away. It would have done _better_ than fine, but that was his mistake. He was almost completely cocooned and had no way to move his arms.

But he could drag it closer. What good this would have done, he didn't know, but the image of him miraculously James Bonding his way out of this and freeing himself and gutting the little bitch was _too_ enticing. He could hear the triumphant music playing already!

The _second_ his foot touched it and dragged it no more than a centimeter toward him, the girl _turned_. And quite literally, she physically _turned_ , changing until _it_ no longer resembled a girl at all. She whirled around and her face was consumed by tar, white eyes bleeding in to a black mask like white water, or the slithering of dozens of tiny tendrils and worms, all alabaster white.

She _screeched_ and the area that had been her mouth stretched out like a demented Rorschach painting and the white slits where her eyes used to be enlarged like floodlights.

Cletus had litte more than a second to recognize that she had slammed a clawed hand far too large for her size into the ground and _pulled_ … retrieving a chunk of earth that she launched at him with the ease of a pitcher.

Well, shit.

Cletus Kasady was more than dazed even before it hit him. He blinked and then it made contact with a good portion of his torso, smacking into him like a sledgehammer. It was only due to being so shocked that he wasn't as injured as he could have been, but his head was swimming, his brain rattling around in the bloody pool inside his skull.

In and out of consciousness he saw glimpse of a big mass of _black_. They erupted from the girl-thing's back. Kinky, admittedly. They tore through the tarred cocoon and took his arms and snapped them like _twigs_ , but he wasn't cognizant enough to feel that. They hobbled him and tossed him into a corner and stuck him there like a retarded child in class, as helpless as a spider in a web.

And then it was back to normal, and the little girl was she started to _hum. "Hmhmhmhm, hmhmhmhm, Hmhm-hm…"_

Cletus thrashed pitifully in the cocoon of webbing, gnashing at the patch of it that clung to his mouth, never hating his life or anyone more at that moment. All he succeeded in doing was biting his tongue and tiring his jaw, and gaining the attention of his freaky little captor… and then the _thing_ on her. He looked at her like she sprouted a second head, because she _did,_ and the flowing black tentacle of goo made its way toward him, slithering on the ground like a nightmarish serpent.

It reminded Cletus of his favorite dream, although there it was red, and he was it. Turnabout, he supposed, was fair play.

Cletus Kasady didn't want to play this game anymore.

It hissed at him, a wet, gurgling sound. Kind of like when blood was pouring of someone's neck after he slit their throat and walked away. Because bad asses didn't look at the cascade, after all. But then _its_ eyes narrowed, and it stared at him with a distinct _look._ That look of moral superiority, like he was nothing but a monster, trash. And Cletus grinned.

" _Now, ain't that the pot callin' the kettle black,"_ he drawled, jaw slack and mouth leaking blood from his delirium. The creature, the thing tilted its head, silent.

The sound of a door opening made the little freak pop up with that annoying awareness, and she was gone in a blackish blur, toward the ceiling and into the dark. Cletus looked up at the ceiling, wreathed in shadow, and sneered.

" _What, we done already? Come on, Spider-Lite! Let me show you what happened to your 'Daddy!'"_

* * *

"Is that…"

Peter nodded as Mattie caught up to him. It was a curt, short one that she was used to seeing him make when things were… somewhat serious. She prided herself on gauging his reactions. "Yes."

Mattie looked at the mass of webbing that absolutely caked the room. It was no longer pure white or even possessing a few odd bits of black. It was all stained black, as if someone had poured hot tar over it, and it shimmered like wet rubber. That… that wasn't webfluid, she quickly realized.

Face a mask of calmness, Peter seemed to catch on to her thoughts. "A person didn't do this."

Mattie blinked. Not a person, then… a thing. Not a spider, not one of them. "…Please don't tell me we have to fight a giant spider thing. Please. I mean I like you, but this is just a _bad_ date."

He smiled in appreciation at her humor. At least _someone_ liked her jokes. None of the other heroes did. "You're getting better at the banter."

"Thanks." She stumbled as he started to push her. "Wha-"

"Do me a favor, move to the side about five feet in the next five seconds."

"Why?"

"Four, three."

Her eyes widened and she heeded his advice. Not possessing a spider-sense, she double timed it just to be safe, her reflexes and inhuman speed getting her out of the way just as a resounding _crash_ came from the next room.

A metal door blew through the brick wall like a paper door and speared the area she had just stood in, mere inches away from Peter, who stood there looking more than a little badass.

He waved at her. "Thank you," he mouthed. Mattie saluted.

Her hair stood on end seconds before an inhuman screech sounded through the destroyed wall, and on instinct she crouched low, like she had seen Peter do on occasion. She had figured it was a position for optimum movement and efficiency, because he had done it and she wanted little more than to be like him. She looked up to him, and was rather put out when he told her it was something he had done when he didn't know any better. Still, she thought it was cool.

Now however she got into her own stance that he helped her craft, her elbows reared back and her palms close to her rib cage, her legs just a little over shoulder distance apart.

Legs, Peter had taught her, were _strong._ Several times stronger than the arms. Couple that with super-strength, and her ability to lob a rusted old sedan down the street, her legs were _really_ strong. Strong enough to put the Rhino into a leglock and burst his kneecaps, she found out, because human joints were still human, though that was mostly just applied heel-hooks. Peter's lessons were really paying off.

Peter, by contrast, didn't move. He stood still, peering through the hole, unafraid. Of course he wasn't, she rolled her eyes. He was Spider-Man and she… had pretended to be Spider-Man, which really said a lot. To say nothing of the fact she still had his old suit with her, either.

The sound got closer, and then absolute, impenetrable darkness _oozed_ from the wall in cracks and rivulets. Thanks to her hearing she could pick up the sound of breathing, of a heartbeat other than her own or Peter's. It was rapid like an animals, but small, like a child's. Different, though. Inhuman.

It was only thanks to her training that she managed to fix her stance and parry the charge as the little demonic _thing_ leapt at her. _Lesson two: awareness_. Know your surrounding and know your capabilities. Can you dodge? Parry? Block, counter, run? Good. Do those things. A hard lesson taught over and over again by Peter himself, and reinforced by Logan's lead fists.

Mattie had a strong inkling to do so as she saw the tiny little black creature rebound off the walls like a tentacled monkey before it landed beneath a light, its full form revealed.

It couldn't have been taller than four feet, but writhed with black tendrils that seemed _alive._ Her eyes widened at the sight. "Holy shi-" but she was cut off as it charged again, its eyes seeming to _narrow_ at the mere sight of her. It attacked with renewed and incensed vigor, tentacles lashing out three at a time, and it was only due to her unnatural limberness that she was able to weave through them, bouncing around the room like a ball.

She kept moving, making sure not to let it get behind her or to let the seemingly sentient tentacles sneak up on her. She had no spider-sense to protect her here, but her reflexes, so trained as they had become, were almost as good. The thing's slashes were messy and untrained but _fast_ , which cemented her belief that this _thing_ wasn't human.

Obviously, she scoffed to herself.

She looked to her teacher/mentor/crush for what to do, only to find he was still there, a curious look on his face. "Hey!" She snapped, in lieu of calling him 'Peter' or 'Spidey', as she didn't know which was appropriate, given the situation. "A little help here!"

Peter walked forward quietly, so quietly that she wasn't even sure his footfalls made noise on the ground, though with the gnashing of claws against the brick and the high pitched squeals it was hard to tell. The thing's fingers were sharpened to hard points that gouged brick from the w all in clumps, but it had nothing on Wolverine. This was nothing in comparison to fighting him, or worse still, fighting Spider-Man. It was nothing, she reassured herself. She could handle it. Peter knew she could, he had faith in her. She had to have faith in herself.

Mattie gulped.

As the creature cart-wheeled back and reverse spun-kick on the ground like some sort of weaponized breakdancer, Mattie only had a second to widen her eyes before moving. Her hand lashed out and a webline struck true against a pipe somewhere and she _yanked_ , just barely missing the tiny leg that cut the air in a blur.

She narrowed her eyes. This… thing, it looked like Peter, Spider-Man's old suit, and now it was using his old moves. Lesson Three: Connect the dots. Preferably hone this skill to do it on the job. In a rapid combination her hands jabbed out with volleys of webbing snagging and slowing the creature considerably, but those tentacles were a threat. They zoomed in on the small and deceptively strong cocoon she had trapped it in and sliced through them with a sickeningly sharp tendril one after another with increasing finesse. Watching it move was like watching a dancer, and then it lashed out at her.

Unsure of its reach, Mattie slipped to the side and retreated. Just as she hit the wall in a perch, her rear hand keeping sticking to it with the stick-em powers she still wasn't used to, she watched him stop the dumbbell sized appendage from crashing into her with a stone-like grip.

Peter tap the thing on its shoulder with his other hand and clear his voice. "Ahem," he said, and slipped to the side with the utmost ease to avoid another dumbbell sized tentacle that lashed at him without looking. It slingshot back but he caught it in an unrelenting grip with its partner, and frowned. "Calm down," he said soothingly.

The thing wasn't ready to calm down though and tried to tear itself away, but Peter held on tight. Then, it stopped, and looked at him. Narrowed white eyes widened, and then narrowed even more, and did that over again as if it wasn't sure which reaction to choose. Peter's eyes, to Mattie's surprise, softened.

"Long time no see, uh… you," he offered. "We need to talk."

The tentacles went slack slowly, and they soon oozed from his grip like water and dripping to the floor like ink before recollecting into a serpentine flow that went back to it, and it slowly backed away on shaky legs. It looked around, almost scared, and tittered, clicked, and squirmed against itself like it was in some sort of internal dialogue.

Peter reached an arm out slowly. "It's going to be alright. I just wanted to talk."

The creature jerked back, obviously frightened, feeling that he was going to attack it. Mattie frowned. Leave it to her to have the back luck of being attacked on sight, but Peter seemingly scared the fight out of it. Maybe it was karma because her Uncle was such a tool to both Spider-Man and Spider-Woman without reason.

Peter frowned resignedly at this, and inched closer. "I wanted to apologize to you."

This caught the creature by surprise, to say nothing of Mattie's bulging eyes now, and it looked at him dubiously, one eye squinting shut with the other widening emotively in an expression of disbelief. It chittered again, lowly, and its eyes narrowed into slits, gesturing animatedly and furiously.

"Yeah, I didn't understand a single word of that, if it was words." Peter offered, shrugging. He smiled a little, genuine smile. "I do understand that I wronged you, and I made a mistake. One that I plan to rectify, if you'll allow me. If not, then just know that I _am_ sorry," he said with such sincerity that Mattie boggled at how he knew the creature, much less what he had done to it. "For how I abandoned you. I hurt you, and you didn't deserve that."

The creature made a strangled, choked noise like a distorted sob, and began to slop to the ground. Mattie found her breath hitched as the image of a weeping, crying, slightly disheveled girl stood beneath the light, looking mournfully at Peter. The sight made her heart _wrench,_ and she moved to collect the child but a quick and sharp glare from Peter made her stop and reconsider. _Lesson One: Consider the Two O's: Options and Outcomes._

The girl was obviously wearing the thing, or a part of it, and from the way the black ooze slopped up to assume a grotesque approximation of the human form, it was _that_ which Peter was speaking to. The girl… was a meta, maybe, which brought troubling thoughts of Peter being a _really_ bad father to her head, but she ignored those. No, Peter knelt and held the little girl's chin up with such a genuine, distraught smile and she realized she had never seen him look so _sad._

The black goo made its way to Peter in an obviously apprehensive glacial pace, it would retract to the girl before she could reach her, likely causing problems.

So Mattie stayed put, but dropped to the ground. The goo stopped and the girl looked at her, emotions having done a sharp 180 as she glared slightly, before slowly and warily turning back to Peter. "It's okay," he whispered, "I just want to-"

In a rapidly growing tsunami of black, the thing consumed in a second, crashing down on him like black water. Mattie reacted before she even realized it and was across the room in a second that proved she was getting better. It was up his legs, working its way down his arms and encapsulating his face. The last thing before something grabbed her collar and tossed her like a paperweight into the wall was his eyes.

She rebounded off the wall, leaving spiderweb cracks in it, immediately considering how and what to do. But to her surprise Peter wasn't writhing in agony or squirming as if he was suffocating. He held his hand up in a warning manner for her to hold up, and she could still see his eyes and the upper part of his face, shaking his head.

As she expected some of the black goo made its way back to the little girl. It covered her face in a black mask and she snarled at Mattie, her mouth opening up in a grotesque net of black holes. A mass of tentacles writhed on her person and lashed at the air threateningly. Mattie flinched and backed up, blowing a raspberry to calm her nerves. An old, childish habit, but it helped.

The little girl blew one right back, though it was muffled by the mask.

The goo made a bridge which was stretched thin between Peter and the little girl, and the length of which seemed to squirm and fray with effort. The girl twitched a little and cried out, and walked forward slightly to ease the tension. When Peter held his arms out to her she charged right into him and the ooze consumed them both, covering Peter's face with the familiar mask that Mattie had once seen him wear.

Unknown to her was that this was the symbiote. This… was _Leah._

* * *

 **A/N: I always liked Mattie. Damn shame what happened to her. It won't happen, not with Assassin looking out for her.  
**

 **Also, holy shit, Cletus in TTS is pronounced 'Clitus'.**


End file.
